My Little Pony: Arachnis the Captor
by Al1701
Summary: Revised.  Fizzy and Wind Whistler find that their friends have been captured by the deadliest adversary the Little Ponies have ever faced and must now gather the power that can defeat him without becoming captive of the captor themselves.
1. Prelude:  Disturbing the Web

**My Little Pony and all related properties are owned by Hasbro. No copyright infringement intended.**

* * *

**Prelude: Disturbing the Web**

Foreman Burris strolled down one of the mine tunnels close to the surface. They had well established their presence in this tunnel. Ventilation fans were working as he could hear the low, faint hum and feel the slight wind as they drew fresh air in from the outside. Tracks had been laid and a mine cart sat on them, ready to be filled. Light bulbs hung on wires strung along the walls to provide some light. However, like all of his people, Burris had little use for his weak vision beyond getting the general layout of his surroundings. His sensitive nose told him more about the details of his surroundings than his eyes ever could.

He lifted his long, tapered snout up and sniffed the air. He smelled what he had smelled since they arrived here: lifelessness. He was still astounded by how barren the Crag Mountains were. The staggering, jagged peaks were bare as were the valleys between the peaks. There were no trees, and finding even a small shrub or tuft of dry grass was a rare occasion. However, it was the dust that really let him know how dead this region was. It carried no organic scent. Burris never realized soil could be so devoid of life until he took a whiff of the dust carried on the lonely wind here.

However, there had been life here once. Mines were built into the mountains, though they had been abandoned for at least a thousand years. Burris had doubted this barren region would hold any coal which his mining company came here searching for. Still, he was never one to let a premade mine go uninvestigated.

He was glad he had decided to stay. None of the mines had any coal, but this mountain was filled with gems. Diamonds, rubies, garnet, emeralds, sapphires; the full spectrum of precious gems stuck out of the walls, ceiling, and even floor of the tunnels in unbelievable abundance.

Moleducs did not have much use for these colorful, shiny rocks. However, more visually oriented species paid handsomely for them. Even the few tunnels they had opened up so far contained enough gems to make him and his miners all ridiculously wealthy. Most of the mine was still unopened and they had yet to dig any new tunnels into the mountain too.

Even though they had removed a lot of gems from this area already, there were still some here and there. He shoved his long, sharp claws into the rock around a diamond and yanked it from the wall to examine it. The milky, irregular gem had to be at least fifty karats. It was a fortune in its own right, and all he had to do was pull it out of the wall.

However, the more Burris thought about the mine, the more unsettling it seemed. Why would such an enormous wealth be abandoned? What could scare away fortune hunters for a thousand years? Along with nature, civilization gave these mountains a wide berth. The nearest settlement was several miles away and roads and trails were kept well away from the mountains, even if it meant going out of the way. The locals said something about a demon being sealed here, but Burris did not believe in such superstitious nonsense. However, he could not get the idea something was down here with them out of his mind.

"Foreman Burris!" A shout came from deeper in the tunnel. Diggswell ran into sight from behind the incline of the tunnel. He stopped in front of Burris and took a moment to catch his breath before speaking again. "Foreman Burris, we found something."

"What?" Burris asked.

"We're not sure," Diggswell answered. "Some kind of barricade, but we don't know what it closes off. We thought you should see it and decide whether or not we should take it down."

Burris felt his throat go dry and gulped to try and wet it again. His mind immediately fell upon that unsettling question as to why the mine had been abandoned. They might have stumbled across the answer. However, there was only one way to find out. Burris shoved the diamond in his coveralls. "Take me to it."

Burris followed Diggswell deep into the mine. They left the tunnels that already had lighting and tracks installed. They had lamps on their helmets to provide some light, but Burris concentrated what his nose told him. The air was stale as it had not been disturbed for centuries until now and was well removed from their ventilation fans. It was also hotter and the air seemed heavier as they descended deep into the mountain. However, that dead smell to the air remained.

They came across the entire mining crew huddled around a barricade made of grayed planks nailed to the tunnel wall. "Is this it?" Burris asked.

"We found it while opening this tunnel," a miner replied.

Burris eyed the barricade intently. The barrier looked like it had been flimsy even when it was first erected. The boards had wide gaps between them allowing air to flow between the tunnel and the chamber beyond them. There was a marking on the planks of a large, barely discernible oval with eight lines radiating from it.

Burris instinctively sniffed the air coming through. He knew mines could hold pockets of natural gas or other gaseous toxins. However, he smelled no gas or toxins. He glanced at the canary in a cage one of the miners held. The yellow bird flitted around its cage, as lively as ever. Whatever called for the barricade, it was not to stop a leak of any kind.

Burris felt more at ease now that he saw the barricade. This mine had been sealed off a thousand years ago. If it was not a leak, they might have sealed something down here which was almost certainly dead. Even if something was still alive down here, they had nothing to fear from something stopped by some planks of wood. He felt stupid for giving any credence to the overly superstitious locals.

Curiosity and even bravado came in to replace his dread. He wanted to know just what was so horrible that it would keep everyone away from these gems for so long and show everyone there was nothing to fear. "Pull it down."

"Are you sure we should?" a miner asked timidly. "Maybe we should just leave it alone. We have enough gems already."

Burris turned to the miner cowering against the opposite wall and glared at him scornfully. "What are you afraid of? If something is down here, it's no match for us if this barricade can hold it in."

He looked to the others. "I said pull it down!"

The miners grabbed pickaxes and crowbars and quickly yanked down the planks. They shined their lamps inside the chamber behind it. It was the size of a large room with the once barricaded mouth as the only entrance or exit. Even compared to the rest of the mine, the walls, ceiling, and floor were rich with gemstones.

In the center was a rock devoid of gems. It looked artificial as it had flat, smooth surfaces and all the corners were roughly square. It was rectangular, longer than it was wide than it was tall, and about the size of a coffin. Its crude resemblance to a coffin sent a shiver down Burris' spine and made his thick, black fur stand on end under his coveralls.

Despite his apprehension, Burris stepped into the chamber. He sniffed the air. It was like the air in the tunnel, stale, hot, stuffy, and having that dead smell like everywhere else. The other miners followed, examining whatever came into the small circles of light from their lamps and sniffing the air. They gripped their tools close to their bodies as their attention shifted from wall to wall.

Burris examined the rock closely. It seemed to be a monolith with no seam or division to suggest it was anything but a solid rock. The dimensions were a very orderly at two feet high by four feet wide by eight feet long suggesting it was an artificial construct, but seemed to serve no purpose except to sit there.

The light from his lamp happened to pass over a gold medallion on the side near the top. A blue flower emblem decorated it, but that was all he could tell as it quickly became red hot and melted away. It oozed down the side and disappeared.

Burris jumped back when a couple seconds later a line of light formed where the medallion had been and extended horizontally in either direction. The line circled the stone and the thin slab above the line lifted up and slid away, landing beside the main body with a dull thud. The miners watched fearfully as this unfolded and bright light flooded the chamber from the interior of the stone.

"I told you we should have left well enough alone," the miner who stated his apprehension before said with a quiver to his voice.

Burris ignored him. However, it was because he knew the miner was absolutely right. They had just witnessed powerful magic being broken and the sense of dread was back to shove away his foolish curiosity and pride. Were the locals right about a demon and the barricade was meant to keep people out and not something in? He was an idiot for not leaving well enough alone. However, they were in too deep now to stop.

Burris stepped cautiously towards the stone and peered in the hollow cavity. The light came from the bottom beneath a body lying in repose with its arms crossed across its chest. He was apparently not too far off comparing it to a coffin.

The body resembled a tall human man. However, his skin was steel gray, and he was so thin he looked like skin was stretched over a skeleton with little else between. His long, wiry hair was yellowish-white and covered by a gray hat with a wide brim, and his attire was mostly covered by a tattered, gray duster coat.

The other miners slowly joined Burris looking into the stone. "Is he dead?" a miner asked.

"He has to be dead," Diggswell replied. "He's been buried here for a thousand years."

A miner sniffed. "He doesn't smell dead."

Burris sniffed. The body did not smell like a corpse, but did not smell alive either. He smelled like dust. He also appeared to have expired moments ago if at all as his body was in perfect condition if his appearance was natural. He must have been preserved in this stone casket.

"Check out the instrument in his hand." A miner pointed to the gold flute in the body's bony right hand.

"Do you think it's solid gold?" Digswell asked.

"There's only one way to find out." Burris reached for it. He moved slowly. The thought the body might wake up nagged at the back of his mind, even though it was ridiculous. This was not one of those "curse of the mummy" novels.

He almost had his clawed hand on the flute when someone yelped. He drew his hand back and spun around. His heart pounded rapidly against his ribcage so hard he could hear it thumping.

A miner was frantically batting at his shoulder. He stopped and looked up at everyone and grinned sheepishly. "Sorry. It was a spider."

Burris rolled his eyes and grumbled. His heart quieted to normal and he heaved a sigh out of relief and exasperation. Getting that worked up because of a little spider? Miners should be made of tougher stuff than that.

He turned his attention back to the flute. He reached in more quickly this time and almost had his claws on it when the body's other hand suddenly reached out and grabbed his wrist. Burris' heart felt like it was going to blast out of his chest as the hand tightened its grip. The body's eyes popped open and slid in their sockets to gaze at him, black where they should be white with gold irises.

Burris was petrified, practically hyperventilating, as he gazed into the eyes staring blankly at him. He could not resist when the hand holding the flute grabbed the collar of his coveralls and pulled him in so his face was next to the mouth. The mouth opened slightly, revealing many jagged, yellow teeth. The breath escaping from it smelled rancid and carried dust and dryness from within the body. The voice was a wheeze like air slowly escaping a balloon formed into words. "How long?"

"How long what?" Burris managed to ask.

The body swallowed to wet his mouth. "How long have we been trapped here?" he said slowly in a more clear voice.

"I don't know, but this mine has been sealed for a thousand years," Burris stuttered.

The very alive body released Burris to let him fall backwards. The body's eyes shifted in their sockets as he seemed to contemplate the answer.

The wherewithal returned to Burris to see what was happening around him. The gems had suddenly disappeared. Instead there were spiders descending on lines and scorpions crawling down the walls everywhere. The walls, ceiling, and floor seemed to be in motion. A relatively large scorpion crawled out his pocket where he had put the diamond earlier and held up its pincers menacingly before he batted it off his coveralls. He backed up into the corner where the others had huddled. He tried to plant his hands and feet where the rock was still bare to avoid touching any of the arachnids.

The spiders and scorpions gathered around the stone. It was hard to tell, but it looked like they were bowing. The body…or rather…the man sat up and the arachnids stood up straight.

"Who are you?" Burris asked, trying to keep the stutter out of his voice.

The man turned his head to them. "I am known as Arachnis the Captor," he said in a low, naturally menacing voice. "Who are you?"

"We're just simple miners," Diggswell stammered.

"Indeed." Arachnis slowly stood up and stepped out of the stone. The arachnids created a large open area for him to stand. "I should reward you for releasing us from our prison."

"Reward?" Burris asked fearfully.

Arachnis threw his head from side to side, making a sickening crack sound in either direction. "A swift death," he said plainly. "It's an honor we rarely afford our prey."

The spiders and scorpions turned to the miners. They moved in mass towards them and climbed onto them. The miners' blood curdling screams echoed through the tunnels and shafts even after the source had been cut short.

* * *

Arachnis walked out of the mine. His horde followed him like a moving carpet with a bare area for him to walk on. More arachnids poured out of carts as they were released from their crystalline state. He shielded his eyes from the bright sun which they had not seen in a millennium. He relished in feeling the sun's warmth and smelling something even if it was just lifeless dust. He chuckled. "We're free," he said. He then laughed and shouted "WE'RE FREE!" so loud it echoed off the faces of the surrounding mountains.


	2. Chapter 1:  A Hot Idea

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

**Chapter 1: A Hot Idea**

Wind Whistler and North Star flew high above Dream Valley. There was no place to go in particular. They were just enjoying the good weather, stretching their wings, and having a great time. The sun felt warm on Wind Whistler's fine, pale blue coat while the breeze was cool as it passed over her and through her wavy, pale pink mane and tail. That alone was reason enough to take the skies.

A streak of pink and purple shot out in front of her. North Star giggled, rolling in front of Wind Whistler. Wind Whistler let an amused laugh escape her lips and beat her wings faster to get more thrust. She overtook the pink pegasus with purple hair and spun around her. Flying around for fun like this, Wind Whistler felt her typically astute exterior give way some to let her more giddy and playful side come through like she would never allow it to on the ground.

They flew around a puffy white cloud bubbling up over the valley. Wind Whistler dipped her feathery wing within its boundary and laughed as tiny water droplets tickled it. North Star did the same, cutting a line through the cloud just above and behind Wind Whistler's. They circled up the cloud, cutting a spiral pattern in it. As they topped the cloud, they flew off over the valley.

It was from the air that one could truly behold the full splendor of Dream Valley, and the two never got tired of the view. The valley they called home was a sea of green at the bottom of a huge bowl in the land formed by the rocky peaks that formed its boundaries. The trees were full of deep green leaves and the grass was a vibrant green dotted with colorful blooms.

It was that beautiful time in late spring. The chill of winter was gone, but the heat of summer had not arrived quite yet. The air was pleasantly warm, and the breezes were light. Also, Megan, their friend from the other world beyond the strange rainbow, was done with school and had time to visit them again. Hopefully they could show her a more peaceful time than their zany and too often dangerous adventures from the last summer.

They flew towards the northwest part of the valley. A waterfall cascaded down from a high plateau that extended into the valley. The waterfall fed a stream that cut through the expanse of green and fed the lake nearby. Along the stream's bank, between the waterfall and the lake, was Dream Castle: their home along with the other ponies living in Dream Valley. White banners fluttered in the breeze from the top of its blue roofed towers and the drawbridge was lowered over the stream as ponies came and went from the confines of its tall, pink walls.

Everyone had scattered across the surrounding countryside. They had gathered in groups to play or simply frolic in the grass and enjoy the beautiful weather. North Star dove down towards the ground to fly just above the treetops. Wind Whistler followed, tucking her wings in against her sides and dropping a couple hundred feet before opening them again and gliding over the large, open pasture in front of Dream Castle.

Many had gathered to play polo, batting the ball around with their noses. The players chased the yellow ball as it rolled and bounced across the bright green grass. Others lay off to the side watching the game.

The ball made an errant bounce and flew towards a group of spectators. Before she knew what happened, the rubber ball bounced off Sundance's head. She was shocked by the hit for a split second but took it in stride and laughed it off. She got up to kick the ball back into play before lying down again. The players quickly gathered around the ball and resumed the game as they batted it about in an attempt to send in the direction of the other team's goal.

Not everyone was playing or watching the polo game. Buttons and Magic Star were playing chess with the board balanced on a large stump, the foals were listening to Paradise read a story, and others were simply lying in the grass and sunning themselves.

* * *

Fizzy trotted to the lake just off the stream where the seahorse-like sea ponies were playing. The adults were playing volleyball, hitting the ball with their tails as it sailed over the net. The foals were off to the side, splashing each other.

Sea Shimmer saw Fizzy on the shore and waved her fin. "Hi, Fizzy."

Splasher took the opportunity to splash Sea Shimmer from behind. Sea Shimmer glared back at giggling foal. Fizzy could not help but giggle at the harsh expression Sea Shimmer had too. It looked so out of place on the little, green sea pony.

"Hi, Sea Shimmer," Fizzy replied when she managed to stop laughing. "What's going on?"

"The grown-ups are playing volleyball," Sea Shimmer said. "We're just watching and splashing about."

Surf Rider heaved a downtrodden sigh and looked back at the adults playing longingly. "I wish we could play too."

Fizzy was confused for a second before she remembered sea pony foals needed their floats to stay upright when on the surface. Wind Whistler one time explained to her that they needed the floats because their tails were not developed enough to serve as proper ballast. Fizzy was not sure what ballast was exactly, but she figured it was something that let adult sea ponies stand upright on the surface.

The floats were in fact an idea their human friend Megan had. Sea ponies usually remained completely underwater until puberty, but Megan brought the floats from her world to let them float on the surface. However, the floats limited what they could do on the surface as they could not lean at all in them.

Fizzy bent her mouth into a frown at the thought of having to sit and watch others have fun while you could not. No one should have to do that. Her frown quickly lifted into a wide smile when an idea came to her. "Why don't I make some bubbles for you to play with?"

"That would be great!" Sea Shimmer said gleefully, bouncing out of the water to come down in a loud splash.

Fizzy smiled even more broadly. That made them happy.

She pointed her horn at the water, and it glowed with pale turquoise light the same color as her as she concentrated. Her magic worked into the water and formed air bubbles the size of large beach balls. They floated to the surface and into the air to the delight of the foals.

"Thanks, Fizzy. You're the best" Sea Shimmer cheered and bounced a bubble floating past her off her nose.

Surf Rider swam over where a bubble was ascending to the surface. The bubble enveloped the lavender sea pony and floated out of the water with her inside. By the time Fizzy realized what happened, she was already out of reach. Fizzy gasped. "Uh oh!"

"This is fun," Surf Rider said. "I can see all of Dream Valley from up here."

She looked down at the others and waved. The adults had stopped playing and looked up at her along with the other foals and Fizzy. Even some of the land ponies had taken notice.

Surf Rider suddenly looked around frantically and thrashed around. "This isn't fun anymore! I'm getting too high!" she shouted. "Get me down! Help!"

Everyone on the surface was helpless to save her. Fizzy felt a pit form in her stomach. This and anything that happened to Surf Rider was her fault.

Wind Whistler flew in and popped the bubble with her wing. She curved back to catch Surf Rider on her back. The others cheered as she descended and hovered over the lake so Surf Rider could jump back into the water.

Fizzy heaved a sigh of relief. "I'm sorry, Surf Rider."

"It's okay. It wasn't your fault," Surf Rider said. "It was actually fun until I got too high."

Fizzy turned to Wind Whistler as she landed next to her. "Thank you."

"Gratitude is not necessary but appreciated," Wind Whistler said. "You should be more aware when using your magic though."

Fizzy felt that pit return. She had not been paying attention to where the foals were in relation to the bubbles. She looked down in shame but felt something nudge the side of her head gently. She looked up to see Wind Whistler smiling at her warmly.

"Do not let it get you down, Fizzy. No one was hurt and that is all that matters," Wind Whistler said in a comforting tone. "Mistakes exist so we may learn from them and better ourselves. As long as you learn and do better in the future, it is okay."

Fizzy looked at Wind Whistler and managed a small but genuine smile. Wind Whistler had always been a big sister figure to her, giving her advice and encouraging her. Although they seemed like complete opposites, Wind Whistler was always astute and logical while Fizzy was considered frivolous and scatterbrained, the two were the closest of friends. "Thanks for saying that," Fizzy said.

"Hey, anyone interested in polo?" Gusty shouted from the field. "We could use some substitutions."

Fizzy joined the others galloping towards the field. She tossed her frizzy; green, pink, and white mane back out of her eyes. She and Shady entered the field of play as Galaxy and Ribbon joined the spectators. Truly placed the ball at the center of the field and ran off as the players ran towards it. Gusty was the first to reach it and whacked it down the field to begin the game again.

Fizzy laughed giddily as she chased the ball with the others. The sun was warm on her turquoise coat, the breeze was comfortable and sweet, and most importantly she was surrounded by her friends. She would not have it any other way.

* * *

Wind Whistler stretched and lied down on the bed of thick, soft grass next to a tree trunk. Everyone else found a spot in the shade of the apple trees to lie down. The sun had just about reached its noontime pinnacle in the sky, and the heat of the afternoon was starting to build. It was as good a time as any for a short siesta to rest and wait for Surprise to return with Megan. However, the foals and some of the adults were a little too restless to just lie about.

"When will Surprise be back with Megan?" Sundance asked. The white earthling with pale pink hair paced about.

"Any minute now," Buttons answered. "Just simmer down."

"I'm sorry. It's such a gorgeous day. I really want to share it with her." Sundance stopped and looked up at the blue sky and fair weather clouds drifting lazily by. "In fact, it's been a great time in Dream Valley for a while. Nothing bad has happened in weeks."

A shout of "HELP!" broke the tranquility of the valley.

"You just had to jinx it, didn't you?" Gusty spat at Sundance.

Another cry of "HELP!" came and was quickly followed by a chorus of affirmatives. It must be bushwoolies. Several brightly colored balls of fur rolled towards them. They unrolled into the small, furry creatures and crashed into each other.

Bushwooly Leader, recognizable by his purple fur and particularly prominent eye sockets on the top of his head pushed his way through the pile to the front. "You gotta help us!" The others voiced their affirmatives before he continued. "The Witches from the Volcano of Gloom have invaded our tunnels."

Sweet Stuff jumped to her hooves. "We have to do something!"

"It's just the witches." Gingerbread waved her hoof dismissively. "They'll probably mess up whatever plans they have themselves."

"Still, we should ascertain what their objective is and minimize any damage they might cause intentionally or inadvertently." Wind Whistler stood up. "I will go with you."

Fizzy hopped to her hooves. "I'll come too."

"All right, you two go," Magic Star said.

"Are you sure we should just leave it to two ponies?" Sundance asked.

"In this case, less is more," Wind Whistler said. "The last thing we need is a large group trapped in a narrow tunnel."

"If you need more help, just give a mental holler." Ribbon made her horn glow to show her telepathic powers were ready. "I'll be listening."

"We will," Fizzy said.

The bushwoolies climbed on Fizzy and Wind Whistler's backs and they galloped away to the east across the rolling hills toward where the bushwoolies lived. At full gallop, they quickly lost sight of Dream Castle behind them. They jumped over streams and gaps, each jump making the bushwoolies hold on to them more tightly to keep from falling off.

"What exactly are they doing in your tunnels?" Wind Whistler asked.

"They're digging," Bushwooly Leader said.

Fizzy bent her mouth into a confused frown. "That's odd. Why would they be digging in your tunnels?"

"We don't know, that's why we came to you for help," Bushwooly Leader said.

"Whatever it is, it is likely an endeavor to further their primary objective of making Dream Valley dark, dank, and dreary," Wind Whistler said.

It was a very safe assumption considering the witches. Hydia and her daughters were from a clan of magicians whose values had become so twisted they saw being evil as desirable and viewed goodness with disgust. They were malicious and sadistic, causing misery and destruction wherever went just to do it.

They hated ponies in particular to the point of almost fanaticism. The Little Pony race was their opposite, peaceful and always willing to help those in need. The magicians immediately started a war with the Pony Kingdom when they came to Ponyland about a century ago. They managed to destroy the Pony Kingdom and almost wiped out the Little Ponies as a race, but almost destroyed themselves in the process. Hydia then returned a couple decades ago to finish the job and make Dream Valley a bleak wasteland. Fortunately they had stopped her every attempt.

However, this was different for Hydia. She tended to be more overt with her plans. What was underground that would get her attention?

They arrived at the unremarkable hole in an embankment that served as the entrance to the bushwoolies' tunnels about a half hour after leaving Dream Castle. The bushwoolies hopped off Fizzy and Wind Whistler and into the hole. Fizzy hopped down the hole after them and Wind Whistler followed her.

They slid down the incline to the main hub of their tunnel network. Torches in holders on the walls lit the vast chamber somewhat, and openings of many tunnels were carved into the cylindrical wall at many levels accessible by stairs and balconies.

It looked like every bushwooly had gathered in the main hub. The din of multiple conservations reverberated off the walls to make for intelligible chatter.

Bushwooly Leader whistled loudly. "Quiet, bushwoolies!" he shouted. He waited until the others fell silent and gave him their undivided attention. "We brought Wind Whistler and Fizzy to help us."

"I wish we could exchange pleasantries, but we must confront the witches as soon as possible," Wind Whistler said. "Where are they?"

"They're in that tunnel." A red bushwooly pointed to a tunnel at ground level on the wall opposite from the one they entered from. The other bushwoolies gave their affirmatives.

"There is no time like the present then," Wind Whistler said to Fizzy.

Wind Whistler, Fizzy, and a number of bushwoolies entered the tunnel. A bushwooly grabbed a torch to illuminate the dark tunnel. The tunnel was narrow, barely wide enough for Fizzy and Wind Whistler to walk abreast. As Wind Whistler had feared, any more ponies would have been of little help as they would have gotten in each other's way in here. Fortunately, they would not be contending the witches' giant spider Aahg. The tunnel was much too small for him.

Wind Whistler began running scenarios through her head. It was something she did when she knew she would be facing an eminent crisis. It kept her mind focused and from wandering into avenues that would lead to apprehension and getting it off the task at hand. It also prepared her for what she might have to do.

She was thinking of what the witches could want down here when something cold and wet hit her snout. She looked up and saw water dripping from the ceiling. Water dripping in caves and tunnels was common, but the water was dripping heavily from multiple places suggesting there was a substantial body of water just overhead. "What is above us?"

"This tunnel passes just under the bed of a lake," a bushwooly said.

Wind Whistler compartmentalized this fact. She never let a detail go unnoticed. You never know when a small detail could be important later.

As they walked down the dark tunnel, Wind Whistler noticed the temperature was rising fairly rapidly. It was as hot as a sauna when they saw a light in the distance. The group pressed themselves against the tunnel wall and crept towards the light. Wind Whistler heard voices and could make out three figures sitting around the light as well as several holes in the end of the tunnel. There was also the heavy, putrid scent of sulfur and brimstone that announced the figures were the witches. Only they had that distinct and terrible stench from living the volcano's crater.

As they got closer, Wind Whistler could see they were indeed the witches as if there was any doubt remaining. Hydia was recognizable by her silhouette alone thanks to the horns behind her hood and her short, stout figure. Her proboscis-like nose and ratty, red hair only confirmed it. The other two were obviously her daughters. The heavyset figure with black pigtails was Reeka, and the lanky one with ratty, red hair tied up by a kerchief was Draggle. The three cackled loudly and seemed to not realize they were being watched.

"How much longer, Hydia?" Reeka asked eagerly.

"We should be through any minute now," Hydia answered. Her raspy voice echoed off the tunnel walls. "The burrowing mist will make it to the volcano, and the lava will cook those hairballs like as many geese on its way to Dream Valley."

"Cooked goose," Reeka thought out loud. "That makes me hungry."

"Everything makes you hungry," Draggle scoffed. She turned back to Hydia. "Those ponies will be in for a shock when they see lava burn their precious valley to cinders." She broke into a loud cackle, joined by her mother and sister.

"So, that is their game," Wind Whistler whispered. "They are tunneling into the magma chamber of the Volcano of Gloom to channel magma into your tunnels and then the rest of Dream Valley."

"How do we stop that?" Fizzy asked.

"I already have a stopgap measure in mind just in case," Wind Whistler said. "However, our best course of immediate action is an ultimatum."

"Are you sure that's wise?" Bushwooly Leader asked.

"Perhaps not, but our current situation does not lend itself to many options," Wind Whistler said.

She walked towards the witches, not bothering to keep her hooves from clacking on the rock. The witches stopped cackling and looked towards her. "Witches, cease your tunneling immediately, or I will be forced to inflict bodily harm on you," Wind Whistler declared.

"What did she say?" Draggle asked Reeka.

"I think she told us to stop or she'd hurt us," Reeka answered.

Hydia bared her teeth in a grimace. "How dare you threaten me? I'm the one who makes the threats."

"Do not say I did not warn you then." Wind Whistler pawed the ground before throwing herself at them. She turned around so she could buck Draggle in the abdomen and send her sprawling into the wall.

"Get her!" Hydia shouted.

Wind Whistler ducked in time for Hydia and Reeka to collide over her. She then darted away before they could fall on her. She felt a weight suddenly come down on her back. She looked back to see Hydia sitting on her.

"I hate all you wretched ponies," Hydia said in a growling tone. "But I particularly hate you, Little Miss Smarty Hooves Always Ruining My Plans." She grabbed Wind Whistler's left wing and produced a dagger with a crooked blade in her free hand. "You want a threat? Here's a threat. I'll slice your wings off."

Wind Whistler froze as Hydia raised her dagger. She felt Hydia's body tense as every muscle in her readied themselves to strike. Hydia all of a sudden floated off her back and flailed helplessly in the air. When she passed in front of the light, the bubble containing her became visible. Wind Whistler turned to Fizzy to see her horn glowing as it was a product of her magic.

"Thank you, Fizzy," Wind Whistler said.

"I'm just returning the favor from earlier," Fizzy replied. "Are you okay?"

Wind Whistler preened her wing to settle the feathers back into place and folded it against her side. "I am fine."

The bubble holding Hydia popped on a sharp stalactite on the ceiling. She plummeted to the ground and landed on Draggle lying against the wall. The two slowly got to their feet as well as Reeka.

"I won't lose today, not to just the two of you," Hydia groaned.

An orange glow suddenly poured out of the holes in the wall. Sweltering heat and the terrible smell of sulfur blasted from them as the sound of something oozing grew nearer.

Hydia stared at the holes and formed a wide grin. "We did it!" She wheezed into a loud cackle. "We actually did it! Dream Valley's as good as incinerated."

"Oh no!" Fizzy gasped.

"Draggle, use a teleportation spell to get us back home," Hydia said giddily. "I want to watch the fun in the viewing pool."

"Right," Draggle said. She got out a book with a red leather cover and skimmed over the page with her finger. "Let's see…telephone, teleplay…here it is, teleport. Beam me up, Scotty!"

Reeka's jaw dropped. "Are you serious?"

Draggle showed Reeka the book and pointed at the page. "That's what it says in the…" She was cut short as the three disappeared in a flash, leaving columns of smoke in their place.

The magma poured out of the holes and began oozing up the tunnel. The bushwoolies clambered onto Fizzy and Wind Whistler's backs and the two galloped up the tunnel.

"You said you had a stopgap measure," Fizzy said between pants. "What is it?"

"I will explain we reach where we found the dripping water," Wind Whistler said.

They galloped to the dripping water. Wind Whistler dug in her hooves and slid to a stop. She turned and faced down the tunnel. The orange light grew brighter as the magma oozed up the incline.

"What are we going to do?" Fizzy asked.

"This water is leaking into the tunnel through fissures in the rock," Wind Whistler answered, motioning with her eyes to the ceiling. "I need you to make the water bubble violently enough to break the rock apart."

"But that'd bring the lake down on us!" Bushwooly Leader said frantically. "We'd be flooded out by water instead of fire!"

"Not if we time this right," Wind Whistler said calmly. She turned to Fizzy. "Fizzy, I want you to start bubbling now but only a little. On my mark, you will use your full power, but not before. Do you understand?"

Fizzy nodded, but she wore a frown betraying her apprehension. She pointed her horn at the dripping water, and it began to glow slightly. The water began to foam slightly and filled the cracks in the ceiling.

Wind Whistler could see the magma itself approaching. It piled on top of itself, filling the entire cross-section of the tunnel and forming a wall moving towards them. It would ooze through the tunnel like toothpaste through a tube until it reached the hub and then fill the other tunnels as well as spill out into Dream Valley, pushed by the weight of the magma above it.

However, Wind Whistler would not let it. She was deep in thought as she ran the calculations in her head. The velocity of the magma, the relative temperatures of the magma and water, and a number of givens all fit into the equation of what point the magma needed to reach for her plan to work.

Fizzy gulped as the wall drew ever closer. "Wind Whistler…"

"Not yet," Wind Whistler said. She had created an imaginary plane cutting through the tunnel. That was where the magma had to reach. Her entire body seemed to tighten slowly as it came closer that pane of glass only she could see. The wall passed it and she shouted "NOW!"

Fizzy's horn flashed a brilliantly. The bubbles exploded in the cracks and the rock buckled and cracked in the ceiling. Water came pouring in, forcing Wind Whistler and Fizzy to gallop several yards up the tunnel.

The water splashed down the tunnel towards the magma. The two met, sending warm, hissing steam through the tunnel. The warm steam filled the cavern and obscured everything. The sounds of rushing water and creeping magma ceased and once the steam cleared, they saw a wall of black rock with some columns of steam rising from it.

"You stopped the lava!" Bushwooly Leader cheered and was followed by ruckus affirmatives from the others.

"It is called magma when it is underground, actually," Wind Whistler said.

"We did it!" Fizzy cheered. She hopped on her hind hooves.

* * *

Hydia watched Fizzy and Wind Whistler celebrate with the bushwoolies in her viewing pool. She ground her teeth and growled. She wanted to see death and destruction, not cheers and congratulations. Her face burned with rage and her mind could only think of one phrase with which to voice her anger. "I HATE THAT PEGASUS!" She slammed her spoon into the pool to break up the image.

"Another perfect plan to rid us of those sickening ponies ruined by that pale blue menace and her bubbly friend! If it wasn't for her, they'd all be deader than disco!" Hydia threw her spoon at a passing rat. She hit it on the back, sending it scurrying to the nearest hole. It brought at least a little comfort to know something was suffering besides her.

"Can't we try again?" Draggle asked.

"That was the only burrowing mist I could find!" Hydia said, practically screaming. "I don't know where to get more!"

"I guess it's back to the old drawing board then," Reeka said tiredly. She reached into her breast pocket and pulled out a bug she popped in her mouth.

"Celebrate this victory while you can, you disgusting ponies," Hydia grumbled as she stormed down the stairs. "I'll rid the world of you and your sweetness and make Dream Valley dark, dank, and dreary even if it kills me!"

* * *

Wind Whistler and Fizzy cantered triumphantly out of the tunnel to the cheers of the bushwoolies who had stayed in the hub. The bushwoolies who came with them hopped off their backs and Bushwooly Leader motioned for everyone to be quiet.

He turned to back to Wind Whistler and Fizzy. "We can't thank you enough. You saved our home. Please accept our hospitality."

"We appreciate the offer, but we should return to Dream Castle," Wind Whistler said.

A rather loud stomach growl came from Fizzy. Fizzy forced a weak giggle and cracked a sheepish grin. "Sorry. We didn't have lunch, and all that excitement made me hungry."

Wind Whistler's stomach gave an even louder growl of its own, rattling in her midsection to demand food. She heaved a capitulatory sigh. "Well, I guess we can stay a little while and have a late lunch."

"Great!" Bushwooly Leader said. He then said to the others, "Bring our guests some bush melons."

Some bushwoolies quickly gathered a number of the oddly colored fruit known as bush melons. They grew near the entrance of the bushwoolies' tunnel network and were their favorite food. Wind Whistler was not sure if this was because of the taste or proximity, but they loved them. Bush melons were not much to look at with their grayish-green rinds, but their deep purple flesh had a sweet yet tangy taste to it.

Wind Whistler and Fizzy sat down as the melons were piled in the center. A few bushwoolies put melons down in front of everyone else and took their own. The rinds were soft enough to bite off. Wind Whistler did just that as she took a sizable bite from hers.

A pale turquoise aura surrounded Fizzy's horn. A similar aura formed around a smaller bush melon and it lifted up so Fizzy could take a bite out of it.

"Your plan to stop the magma worked perfectly, Wind Whistler," Fizzy said after swallowing. "You always seem to know exactly what to do."

"I would not say always," Wind Whistler said. "However, I have found that when you think your way through a problem and be mindful of all your options, even the most daunting tasks can unravel before you."

"I wish I was smart and brave like you," Fizzy said wistfully. "I'm always so scattered, and I have to admit I was scared out of my mind back there."

Wind Whistler looked to her and smiled. "I think you are not giving yourself enough credit. It is true you might not be all that logical in your thinking, but you are good at thinking outside of the box. You also saved me when Hydia landed on my back and trusted me even with the magma headed for us which was very brave. We are different, not better or worse, which is why we make such a good team. I would not want you to be anyone else but yourself."

Fizzy smiled at this compliment. "Well, when you put it that way."

* * *

Fizzy stepped out of the tunnel entrance and stretched. It was already late afternoon or early evening. The sun was getting low in the sky. Wind Whistler came out along with a few bushwoolies.

"Bye, bye, bushwoolies," Fizzy said. "Thanks for the meal and conversation."

"Hopefully we can visit again under better circumstances," Wind Whistler added.

"Bye, you two, and thanks again," Bushwooly leader replied. He and the other bushwoolies waved.

Fizzy and Wind Whistler galloped away towards Dream Castle.

"I wonder if everyone is worried about us," Fizzy said. "We've been gone for hours."

"They did not send anyone after us," Wind Whistler said. "They were probably waiting for us to send a danger message to Ribbon."

They galloped across Dream Valley and eventually Dream Castle emerged from behind the crest of a hill. They slowed to a stop and gazed at the castle.

"It is good to be home," Wind Whistler said.

Fizzy furrowed her brow confusedly. "The drawbridge is up. I know it's getting late, up isn't it a little too early to have gone inside for the night?"

"We will have to ask Magic Star what happened," Wind Whistler said.

Wind Whistler took a step forward. A shout of "Stop! Stay away!" came from somewhere, but it sounded faint as if it was far off. Wind Whistler stopped and they both perked up their ears and looked around. However, Fizzy saw no one.

"Did you hear that?" Fizzy asked.

"Yes," Wind Whistler said. "I believe it sounded like Paradise, but she sounds so far away."

"I am Paradise, but I'm not far away! I'm right in front of your nose!" It was Paradise doing the shouting, but her voice was still faint.

"But we can barely hear you!" Fizzy shouted in response.

"Not so loud, you'll deafen me!" Paradise shouted.

"But where are you?" Fizzy asked in a whisper.

She was answered by something landing on her nose as delicately as a butterfly. She crossed her eyes to see what it was and saw a white pegasus with orange hair standing on the bridge of her snout. It was Paradise, but she was not even an inch tall. "I told you I was right in front of your nose," Paradise said.

"Oh my goodness," Fizzy gasped, fighting off the urge to rear up as she might toss Paradise. "What's happened to you?"

"The same thing that will happen to you if you return to Dream Castle," Paradise stated.

"We'll explain what happened, but need to get you two out of here now," another faint voice said. Fizzy recognized it as Galaxy. She looked down and saw the pink unicorn standing between them, no bigger than Paradise. "If he finds you, all hope is lost," Galaxy said.

"I've got just the place," Wind Whistler said.

"Then let's get out of here." Galaxy's horn glowed and she vanished in a shower of sparkles. A split second later she reappeared in Wind Whistler's mane with the same effect. Paradise flew off Fizzy's nose and landed next to Galaxy.

Wind Whistler turned around and galloped away from Dream Castle. Fizzy turned to follow, but stopped and glanced back at Dream Castle. What had happened to Paradise and Galaxy, why were they so desperate to get away from Dream Castle, who was this "he" Galaxy mentioned, and what about the others? She wanted all these answers.

"Come on, Fizzy," Wind Whistler called out to her.

"I'm coming." Fizzy took one last at Dream Castle and then galloped towards Wind Whistler standing on the crest of the next hill. When she reached her, Wind Whistler galloped with her following into the coming evening.


	3. Chapter 2: Ensnared

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

**Chapter 2: Ensnared**

Wind Whistler walked into the thicket surrounded by towering oak trees. The thick bed of brown, dry leaves crunched under her hooves as they cushioned them like a mattress. The smell of leaves at the bottom decomposing into soil was faint, but noticeable. This was her thinking thicket where she would go when she wanted to be alone with her thoughts. It was far away from Dream Castle and whatever shrank Paradise and Galaxy. Hopefully it was far enough.

She and Fizzy laid down on the bed of leaves. Galaxy winked off Wind Whistler and Paradise flew to a place where she was confident she could stand on the leaves. Galaxy reappeared next to her.

"What's happened?" Fizzy asked. "Why are you so small, and where are the others?"

Paradise and Galaxy looked at each other. Even though they were so tiny it was hard to see, Wind Whistler thought she saw Paradise's mouth twitch and a glimmer off a tear in Galaxy's ruby-like eye.

"They…they've been captured," Paradise said, her voice cracking. "Everyone except us."

Fizzy gasped.

Wind Whistler suppressed her outward expression of her reaction, but she felt a lump form in her throat and the corners of her mouth quiver. She tilted her head down and closed her eyes to keep tears from welling up in them.

Wind Whistler was prepared for her answer. She knew as soon as Paradise and Galaxy told them to get as far away from Dream Castle something had to have captured at least some of them. This was also not the first time some ponies had been captured by some malicious force. However, the emotional blow was just as heavy as ever.

"Buttons, Truly, Whizzer," Fizzy blubbered. She blinked to try to stop the tears as her eyes became watery. "All of them?"

Galaxy nodded solemnly.

"We will find a way to rescue them," Wind Whistler said, fighting back the lump in her throat. She nuzzled Fizzy to try to comfort her.

Fizzy sniffed. "Right."

Wind Whistler turned to Galaxy and Paradise. "What happened exactly?"

"You should tell them, Paradise," Galaxy said. "You're the better storyteller and you noticed it first."

"All right," Paradise said. She looked up to Wind Whistler and Fizzy. Tears made her eyes glisten in the fading light. "Shortly after you left, Surprise arrived with Megan."

* * *

Paradise joined the growing group of ponies and looked skyward. A speck had appeared in the sky following the rainbow that arced from the top of the nearby waterfall to another world. It flew away from the rainbow and towards them, becoming larger and clearer the closer it came. Eventually, the speck was large enough and clear enough to see it was a white pegasus with neon yellow hair and a human girl with long, blond hair in a ponytail and wearing blue jeans an orange flannel shirt under a tan vest. Surprise landed among them and Megan dismounted.

"Hi, Megan," Sundance said and was followed by the salutations from the others.

"Hi, everyone," Megan replied. "It's good to see you all." She looked to each pony doing a quick head count. "Almost all. Where are Fizzy and Wind Whistler?"

"They're beating up the Witches from the Volcano of Gloom for the bushwoolies," Gusty said.

Megan's eyes widened. "They're facing the witches alone?"

"A large group would be more trouble than it's worth in those narrow tunnels," Magic Star said. "Wind Whistler preferred just the two of them go."

"I'll know if they get into trouble, so there's no need to worry." Ribbon let her horn glow to show her telepathic powers were ready in case she got a message from them.

"Besides, the witches aren't that tough," Gusty boasted. "One of the foals could probably beat them."

"Does that mean we get to beat up the witches next time?" Little Shady asked excitedly.

"No!" Shady stated. "We shouldn't be so confident. Sending just the two of them was a mistake. What if the witches kill them before they can get a danger signal to Ribbon? What if they then come for us?"

"What if they kick the witches' sorry butts back to the Volcano of Gloom for the umpteenth time?" Gust asked rhetorically. "Seriously, Shady, how do you manage to always think of the worst possible outcome?"

"Someone has to," Shady said.

"That's enough." Magic Star got between them. "Wind Whistler said more ponies wouldn't help. There's nothing we can do about it here, and we shouldn't worry. As long as Ribbon hasn't heard anything from them, we should assume they're fine."

Everyone looked at each other. After a couple seconds they all nodded.

"Aside from the witches, how have things been around here?" Megan asked.

"It's been great," Sundance said. "The weather's been nice, and it's been peaceful until today. We've really wanted to share it with you."

"Well, I'm here for the next three days," Megan said.

"Can you referee a game?" Little Heartthrob asked eagerly. "We can play basketball."

"That sounds like fun, but pegasi can't fly" Little Gusty said.

"And unicorns can't wink," Little Heartthrob shot back.

"Let's just get the ball and play," Little Sundance broke in.

"I don't like the idea of having fun while Fizzy and Wind Whistler are fighting the witches," Sweet Stuff said softly.

"Why?" Gusty asked rhetorically. "They're probably having a blast. Besides, they shouldn't return triumphantly to us on edge."

"Do what you want," Paradise said, walking back to Dream Castle. "I'll be perusing the library for stories to tell tonight."

"I should also think of something for dinner," Cupcake said. "It should be something special to welcome you back, Megan."

"I'm sure you'll think of something, Cupcake," Megan replied. "Surprise me."

* * *

Paradise cantered into the library and inhaled a deep breath through her nose. Her nostrils were tickled by the smell of elegantly aged leather and paper. The tall shelves were crammed with books full of history, science, and literature from across the world the ponies collected over the centuries.

She loved books. For her, there was nothing better than curling up with good book and reading. The next best thing was telling the stories to others and seeing their reactions to her dramatic telling.

She scanned the shelves for books with lighthearted stories that would be good for winding everyone down. Fizzy and Wind Whistler would hopefully be back soon with a thrilling story to tell even without the embellishment more boastful ponies would add. The foals in particular would need something to settle them down for the night.

As she looked at a set of books, the shelf itself grabbed her attention. Something seemed different as it appeared slightly but noticeably higher. She compared herself to a shelf that she knew was at her eye level but it was about an inch higher. The same was true with the desk. Everything in the library had gotten taller.

"Paradise!" Cupcake yelled as she galloped into the library. The white earthling with light blue hair slid to a stop in front of Paradise. "Paradise, you're not going to believe this, but I was preparing dinner and I couldn't reach ingredients I could when I was making breakfast this morning."

"I believe you. The book shelves are taller," Paradise replied.

"Either that or we're shorter," Cupcake said.

It took a split second for Paradise to realize what that could mean. She screamed "MAGIC STAR!" simultaneously with Cupcake.

They galloped out of the library and Dream Castle to the field. Magic Star was sitting with Megan and Sundance, watching the foals trying to knock a ball in a basketball hoop. Comparing them to the surrounding landscape, Paradise could tell they were smaller too.

Little Shady hit the ball and it barely touched the bottom of the net before it fell back to the ground. "Why can't I get the ball in today?"

"The net looks like it's higher," Little Sundance said.

"It's as low as it can be," Megan said.

"It's not the hoop that it's higher, we're the ones who are lower," Paradise said. She and Cupcake galloped to them. "I think we're shrinking."

"Shrinking!" Megan gasped.

Paradise nodded. "The bookshelves are taller and Cupcake can't reach things she could earlier this morning. Just look around, doesn't everything seem larger than when you got here?"

Megan looked around. "Now that you mention it…"

She was interrupted by the others gathering around them. Many were wide-eyed in panic. Everyone started talking at once but only to drown each other out. Gusty whistled loudly and every quieted down.

"Thank you, Gusty," Magic Star said. The yellow earthling with green hair turned to face the group in front of her. "Everyone just calm down. Panicking won't help matters."

"I told you this would happen," Shady said. "The witches got Fizzy and Wind Whistler and now they're coming for us."

"We don't know this is being done by the witches," Magic Star replied. She turned to Galaxy. "Do you have any idea of what's happening to us?"

Galaxy shook her head. "No, but my intuition seems clouded. It's like something is trying to hide its presence."

"I'm also not sensing anything here except us," Ribbon said.

"We should probably talk to the Moochick," Megan said. "He might have an idea of what's happening to us."

North Star trotted up beside her. "I'll take you."

Megan mounted North Star and the two took flight. North Star climbed higher but suddenly stopped and bounced back like she had hit something unseen in midair. Megan fell from her back and North Star had to spiral down to catch her. She landed and the others gathered around her.

"What happened?" Cupcake asked.

North Star shook out her head and ruffled her wings before folding them against her sides again. "I don't know. It's like we hit a net or something."

"I don't see anything," Paradise said. "I wonder if it's magic and if it's related to us shrinking."

"If it's magic, maybe unicorns can wink around it," Gusty said. Her horn glowed and the white unicorn with green and red streaked hair vanished. A moment later she reappeared, being thrown back. She had to straddle her hooves to keep from falling over. "No good. It's like hitting a real net."

"It's also blocking my telepathy," Ribbon said. "I can't get a message past it."

Sundance gulped dryly. "That means we're trapped with no way to call for help."

"And getting smaller all the time," Paradise said. "Even while we've been standing here I can tell things are bigger than they were when we first came out here."

"We should gather everyone in the castle and pull up the draw bridge," Megan said. "Perhaps whatever or whoever is doing this will leave us alone if they can't reach us."

"I've got no better ideas," Magic Star said. "Everyone inside the castle quickly."

"We'll get something to carry the sea ponies in," Posey said.

Sundance, and Whizzer ran inside the castle and a couple seconds later came with a large, metal bin on wheels. Paradise and Posey grabbed buckets out of it along with Sundance and Whizzer. They filled with them with water out of the lake and dumped the water in the bin. After several bucketfuls, there was enough water for the sea ponies to float in.

The sea ponies swam up to the shore. They were shrinking like everyone else.

"What's happening to us?" Sand Dollar asked.

"We're not sure," Posey answered. "Everyone's going inside Dream Castle. Get in the bin and we can push you inside too."

The sea ponies quickly jumped in. They were already small enough all twelve could fit in the bathtub-sized container.

Paradise looked at the foals. Not only were they getting smaller, but so were their floats. "That's interesting."

"What?" Posey asked.

"I just noticed items we're wearing are also affected," Paradise said. "Megan's clothes, the ribbon in Ribbon's mane, the flower in your mane, and the sea pony foals' floats are all shrinking along with us."

"That's very interesting but we should get the sea ponies in the castle while we can still push the bin," Whizzer said even more hastily than usual.

The four pushed the bin into Dream Castle. They could tell it was getting heavier compared to them as they crossed the drawbridge. The drawbridge raised behind them, making a dull clunk as it hit the wall. They could only hope the walls of the old castle could protect them from whatever was doing this.

As they pushed the bin to the main building on the opposite end of the courtyard, Paradise saw North Star fly overhead. She placed a small video camera on the top of the front wall, facing out and then flew inside one of the smaller doors in the main building. They pushed the bin in the small room North Star entered where everyone had gathered.

Magic Star closed the door behind them and Lofty set the lock as it was too high to reach. "Hopefully they won't think to look for us in this auxiliary room," Magic Star said.

The room was small, maybe the size of a small bedroom. They could never hope to fit everyone in it at normal size. However, at half their normal height, they could fit in it easily and it seemed to become more spacious every minute.

Paradise suddenly realized there was no sensation to her shrinking. It seemed like the world was getting bigger, not her becoming smaller.

Spike turned on a small television of the table. The vantage point the camera North Star put the castle wall appeared on its screen. The valley was empty.

"If anything or anyone comes to the castle, we'll see them coming," Masquerade said.

"But, can we do anything about them?" Gingerbread asked.

Magic Star sighed. "I don't know, Gingerbread. I just don't know."

Paradise heard a faint sob. She looked the corner and saw the foals with their mothers. The mares rapped their tails around the fillies who looked like smaller versions of themselves and nuzzled their heads with their snouts. The foals buried her faces in their mother's chest and sobbed. They had to be so confused and frightened by what was happening.

Paradise felt a lump form in her throat seeing them like this. She wished she could say something to comfort them. However, nothing came to mind.

* * *

Paradise gasped with a start when Gusty stomped her hoof. "That's it! I've had it!" The unicorn galloped to the massive door. "Let me out. I'll find whatever's doing this to us and make them wish they'd never been born."

Paradise flew to Gusty as Magic Star and Buttons galloped across the now huge room to her.

"I suggest you look at yourself," Buttons said. "You're in no position to do anything to anyone."

Gusty shoved her face into Buttons'. "Then we should just sit here until we shrink out of existence?"

"Actually, I think we've stopped shrinking," Paradise said. She glanced towards Megan. She had been using her as a kind of measuring stick as they shrank smaller. She was about an inch tall, which is what she had been fifteen minutes ago. "We haven't gotten any smaller in several minutes."

"We're still helpless like this." Sundance galloped over to join the conversation.

"We have company," Masquerade shouted from the table. "There's someone coming and he doesn't look too friendly."

"Let me see," Megan shouted back.

Lofty flew down so Megan could climb on and carried her up to the monitors. Paradise flew up to the table and landed in front of the television. A figure walked down a dirt path towards them. It was a gaunt man with gray skin wearing a tattered, gray duster coat and a hat. The hat made it hard to tell much else as it hid his face. Paradise felt a chill go down her spine seeing him come towards them.

"Maybe he's just a traveler," Heartthrob said, but the tremble to her voice betrayed her suggestion to be more of a conceit than a likely theory.

The man raised his bony hands. Purple bolts of lightning shot from his fingers towards the castle. Paradise flew with Masquerade to the window looking out on the courtyard to see where they would land. The lightning arced over the wall and hit the winch for the drawbridge. The lightning spread across the winch, making the lever pull back and the spool unwound the chain to let the drawbridge fall. It hit the ground and the man walked across it without breaking his stride.

Paradise felt her blood ran cold as she watched him stroll into the courtyard. At normal size he would have been a frightening sight to behold. However, his staggering size compared to her made his appearance absolutely terrifying. She wanted to crawl into a hole and hide when his black and gold eyes fell on the window she was standing in. She tried to tell herself he could not see her, but it did not quell her terror.

He walked to a door of a residence building to the side and pulled on it. It did not budge as it was locked like all the others. He stepped away from it and looked about the courtyard. "You think your feeble locks will stop me?" he shouted.

The other pegasi joined Paradise and Masquerade on the sill along with Spike and Megan. They watched as the man walked into the center of the courtyard and slapped his hands together. Brilliant, purple lightning exploded between them. He threw his hands out, and the lightning spread through the castle.

A bolt hit the door of the room they were in. Like the winch, the lightning worked into the lock on the door, unlocking it. The doorknob turned and the door slowly swung open. Everyone froze as they could only stare at the single thing between them and the man opening.

Paradise turned back to the man. She expected him to start entering doors, but he stood there. She realized why when spiders came pouring out of his pant legs and coat. She felt her skin crawl as they surrounded him.

Paradise's wings suddenly opened to a subconscious command and vaulted her into the air. She did not want to be on the ground at all. She still watched the man and the spiders in the center of the courtyard.

"Scour the castle," the man said loudly. "Find the ponies and their allies and bring them all to me alive."

"Well, most." One of the spiders chuckled greedily.

The man reacted by bending his mouth into a frown. He raised his index finger and shot a thin bolt of lightning at the spider. The spider convulsed as the electricity tore through his body.

"I said all!" the man shouted. He pulled up his finger and the lightning bolt ceased. "No exceptions! Now GO!"

The spiders spread through the courtyard and began entering doors. They poured into the room where everyone had unknowing trapped themselves together. They tried to run, but there was nowhere to run to. The spiders shot webs across the room, ensnaring the earthlings. The pegasi tried to fly away, but a net of webs quickly formed in front of the door. Paradise escaped through one of the larger holes just before netting covered it. She hazarded a look back to see the others tangled in the sticky webs.

Paradise's heart pounded in her chest. She saw that the man was looking the other way and the spiders seemed oblivious to her being outside. She took the chance to fly up to the walkway on the top of the outer wall. Spiders walked in a line along it and she landed as quietly as she could behind them and hid behind one of the stone decorations along the side.

Galaxy winked in next to her. "Did anyone else make it?"

Paradise shook her head. "The other pegasi were trapped by webs."

"I'm afraid I was the only unicorn to wink somewhere safe," Galaxy said. "Gusty winked right into a mob of them and was tied up immediately. The others were so frightened they didn't even bother trying to wink out before the spiders could grab them. All the earthlings were captured immediately too."

"So…" Paradise started to say. She felt a lump form in her throat as the next words she was about to speak were almost too painful to even think of. "So…we're the only ones who escaped?"

Galaxy only replied with a solemn nod.

They peered out from behind the stone. The spiders exited from the room. It was hard to tell from so far away, but they assumed they had everyone else. Paradise looked at Galaxy felt a tinge of guilt that she managed to escape while the others had not. Galaxy looked to her sorrowfully as she must have felt the same way.

However, a more devastating blow came when more spiders came out of another part of the castle's main building with a small red object. Paradise knew it was the locket that contained the Rainbow of Light. The man grabbed the heart-shaped locket and held it up. He laughed loudly. The powerful magic that had served the Little Ponies through thick and through thin was in the clutches of these creatures. There was truly no hope now.

"It is done!" the man announced. "After a millennium of imprisonment, our victory over the Little Ponies is complete!"

The spiders cheered at this declaration.

"We have their ultimate weapon." The man held up the locket to more cheers. "We have their stronghold." He swept his hands in front of him with more cheers coming from the spiders. "And we have the ponies themselves. My only regret is Majesty isn't alive to see our triumph."

The spiders gathered around the man. They had apparently completed their search and were satisfied they found everyone.

"At least they don't know about us or Fizzy and Wind Whistler," Galaxy said.

* * *

"That's when we remembered you two were still out there and came to warn you." Paradise sighed.

"Do you know who this man was?" Wind Whistler asked. "It sounds like he had a grudge against our ancestors and Queen Majesty in particular. Perhaps there is some legend surrounding him."

"I don't know of one off the top of my head," Paradise said. "And it's not like we can duck into the library to look it up."

"Then we should see the Moochick," Wind Whistler said.

* * *

Fizzy shuddered as she followed close behind Wind Whistler on the path to the Moochick's. She had only been to the Mushromp a couple times and this was the first time she had come after dark. The trees growing along the sides of the path intertwined above them, making it like a tunnel. Strange sounds from the creatures that lived in this swampy corner of Dream Valley pierced the silence. She whipped her head to every croak and call, looking for whatever made it to jump out of the shadows under the trees at them.

The trees finally gave way to giant mushrooms as they entered the Mushromp itself. Mushrooms of every shape and size poked out of the ground. Around them a ring of mushrooms the size of trees of made up the perimeter of the Mushromp. The strange noises were replaced by the familiar chirping of crickets. Fizzy heaved a sigh of relief.

The Moochick's house sat on a hill overlooking a small pond fed by a stream. Fizzy trotted up to the front door and knocked on it with her front hoof. "Mr. Moochick." She waited a few seconds for a response. None came. She knocked again. "Mr. Moochick, are you there?" She knocked again but instead got someone shouting "Ow, ow, ow," in response.

She looked down to the Moochick rubbing his forehead. She backed up a couple steps. "I'm so sorry, Mr. Moochick."

"It's fine," the white-bearded gnome said.

"We are sorry to disturb you at this late hour, but we are in serious trouble and could use your help," Wind Whistler said.

"I should have expected as much." The Moochick walked back into his house and Fizzy and Wind Whistler followed. "You ponies only come to see me when something's wrong. You never come by and say 'Hi, Mr. Moochick. We just dropped by to say hello and visit.' It's always, 'Help us Mr. Moochick! We're in trouble again!' Such is life I guess."

He practically fell into a plush, yellow easy chair, and Habbit pushed an ottoman in front of it in time for his feet to land on it. "Tell me what peril you ponies have gotten yourselves into this time."

"It might be better if we show you," Wind Whistler said.

Paradise and Galaxy emerged from Wind Whistler's light pink mane. "HOLY SPORES!" The Moochick jumped out his chair. "What happened to you?"

"We believe it was done by a man with gray skin and surrounds himself with talking spiders," Fizzy said. "He took over Dream Castle and is holding everyone else captive."

"Gray skin and talking spiders you say." The Moochick pondered for a second. His eyes suddenly widened but seemed to be fixed on some nonexistent object. "That sounds like Arachnis the Captor."

Fizzy and Wind Whistler looked to each other. "Who?"

"This is not good, no, it's not good at all," the Moochick mumbled to himself, pacing back and forth. "There's only one thing to do."

He shouted, "HABBIT!"

The brown, lop-eared rabbit ran in. He stopped suddenly in front of the Moochick and saluted.

"Arachnis the Captor is here in Dream Valley. Get my trunk," the Moochick said.

Habbit darted into a room and pulled out a large trunk. He opened it and he and the Moochick started throwing stuff in. Fizzy and Wind Whistler watched as the two throw anything and everything in the trunk. Even after there should have been more objects than the trunk could hold, nothing appeared over its walls.

Fizzy finally thought to ask, "What are you doing?"

"Packing," the Moochick said. He and Habbit continued to throw things in the apparently bottomless trunk. "I'm getting as far from Dream Valley as possible and if you have any sense you would do the same."

"What about our friends?" Fizzy asked.

"Forget about them," the Moochick said in a grave tone Fizzy had never heard from him. "If Arachnis has them, they're as good as dead already and any rescue attempt would be suicide."

He turned to Habbit. "How does Tahiti sound? I heard the weather is lovely this time of year." He looked back to Fizzy and Wind Whistler. "You can come too."

"We are not going to Tahiti," Wind Whistler stated. "We are going to save our friends."

"That's right," Fizzy added.

The Moochick stopped throwing items in the trunk. He sighed. "If you insist on this, then you should know what you're facing."

He picked up his staff and made it belch a large cloud of smoke. The smoke formed into an image of a bleak desert strewn with bleached skeletons. The ground was yellow and cracked and dust blew in the wind. "A thousand years ago there was a horde known as the Arachnid Marauders. They were a pox on life itself: settling into an area, eating everything that lived there, and then moving on with a depleted wasteland left in their wake."

Fizzy felt a chill come over her. She had never heard the Moochick be like this. Even in the face of the most terrible perils, he was able to maintain his aloof and cheerful personality which provided some comfort. However, his grave tone told her just how serious this situation was.

In the image, arachnids, so numerous they looked like a wave washing ashore, crawled through a gulley. A few of the spiders and scorpions were as big as full-grown ponies. A man perfectly matching Paradise's description of the one who had taken over Dream Castle marched among them. Fizzy gulped dryly having now seen the ghastly sight of a man.

"What made them truly devastating was their leader, a powerful sorcerer known as Arachnis the Captor," the Moochick said.

"That's the man who invaded Dream Castle!" Paradise announced.

Arachnis held up a golden flute.

"He carried a golden, magic flute said to have been forged in the twisted powers of the dreaded Rainbow of Darkness. It infused him with terrible, supernatural powers far beyond even my own," the Moochick said. "However, its most powerful magic was its music. When played, the flute casts a spell on every creature in the area not from the horde and causes them to shrink. That made just about everything their prey despite its original size."

Paradise flew to the Moochick and hovered in front of him. "That must be what happened to us, but we didn't hear any flute music."

"That's because the spell also traps its victims and prevents them from noticing the player," the Moochick said. "Even supernatural senses are blinded by the spell."

"That explains why you and Ribbon didn't sense anything, Galaxy," Wind Whistler said.

Fizzy shuddered. "What a terrible spell. It doesn't give its victims a chance."

"That explains what happened to the others," Wind Whistler said, "but these marauders seem to have a personal grudge against our race. Why would they?"

"That's because one day they set their sights on Ponyland," the Moochick said.

The image in the smoke changed to show the arachnids on the march again.

"However, they were being watched this time."

The image was actually that of an image in a large, oval-shaped mirror being watched by a white unicorn with blue and streak white hair and wearing a gold crown. "Majesty, the queen of the Little Ponies, saw their approach in her magic mirror."

"That is why they mentioned Queen Majesty," Wind Whistler said.

The Moochick nodded. "To put a stop to them, she called upon the Rainbow of Light."

The image changed to show Majesty approach a white, heart-shaped locket. The locket opened and a brilliant rainbow streamed from it even larger than the one they had now.

"She had it transform into its most powerful state, the Master Wand."

As the Moochick said this, the rainbow collapsed in on itself to form a wand with a star-shaped jewel formed by a red core and points the other colors as the head. The wand slowly descended to Majesty and she took it in her mouth.

"The Master Wand was so powerful it even transformed the pony who wielded it."

A white flash obscured the image and when it faded Majesty had feathered wings like a pegasus as well as her magical horn as a unicorn.

"Incredible," Wind Whistler gasped. "She was transformed into an alicorn?" She picked up her head and cocked it to the side. "I thought they were only a myth. They are biologically impossible."

"Naturally perhaps, but we're talking some of the most powerful magic out there," the Moochick said. "Anyway, she confronted Arachnis and his horde before they could enter Dream Valley."

The image changed to Majesty standing in front of the horde of arachnids. Everything went red as black silhouettes of the arachnids jumped at a black silhouette of Majesty. She blasted them back and then a black silhouette of Arachnis charged at her. Everything went white as the two met.

"The battle was fierce, but Queen Majesty finally vanquished Arachnis."

The image returned to normal show Arachnis sprawled out on the ground in front of Majesty. Majesty's chest heaved as she breathed heavily and her coat and mane were disheveled and discolored by dust and a little blood. Her crown sat in the dirt. She picked it up with her magic and placed it on her head. She looked back at her opponent scornfully, her chest still heaving.

"Unfortunately, she was too weak to deliver the finishing blow and instead sealed them away in a far off land," the Moochick said.

The smoke dispersed and the Moochick returned to packing. He picked up a table and threw it in.

"What happened next?" Wind Whistler asked. "Queen Majesty was a unicorn by all official records."

"With its job complete, Queen Majesty transformed the Master Wand back into the Rainbow of Light. She also reverted back to her original form." The Moochick picked up his largest easy chair and threw it in and then tossed in the ottoman. "She then divided it into six pieces. She kept one in Dream Valley and spread the other five across the rest Ponyland and hid them in places only she knew of. The only way the Master Wand could be created again would be if all the pieces were reassembled."

"I fail to see the logic in that," Wind Whistler said. "If she knew Arachnis was only sealed away and could eventually escape, why would Queen Majesty break up the only power that could challenge him?"

The Moonchick shrugged. "I don't know. It made sense to her at the time."

"Then to save our friends we just have to get the other pieces," Fizzy said.

"I'm afraid it's not that simple," the Moochick said. "You'll have to travel all across Ponyland to retrieve them. Even if you do reassemble the Rainbow of Light and call upon the Master Wand, I can't say victory is necessarily assured. Arachnis is unbelievably powerful."

"We would also have to take back the piece he took from us," Wind Whistler said. "However, to save our friends, it is something we must do."

"I'm not going to talk you out of this, am I?" the Moochick asked rhetorically.

Fizzy shook her head along with Wind Whistler. For everyone else, they would do anything to save them.

The Moochick sighed. "Very well. I might have something that could help you."

He took a small, black box off a shelf. He opened it to reveal two jewel pendants. "These pendants protect the wearer against magic while letting them use their own. They should protect you against the flute's shrinking spell and Arachnis' other powers. However, it will do you no good against the horde."

"They will have to do," Wind Whistler said.

She bowed her head so the Moochick could place a pendant around her neck. Fizzy did the same and the Moochick slipped the other pendant over her head. Fizzy picked up her head and looked down at the glittering pendant. "Thanks, Mr. Moochick."

"Thank me when you've saved your friends," the Moochick said.

Habbit threw a stool in the trunk and brushed his hands against each other. The house that had been cluttered when they first arrived was now completely empty. The floor and shelves were bare as not even furniture or rugs remained.

"Do we have everything?" the Moochick asked.

Habbit thought for a couple seconds, tapping his long foot as he did. He clicked his fingers and darted into the bedroom. He came back with a drawer full of boxer shorts with mushrooms printed on them.

"Ah. You should always have clean underwear." The Moonchick paused. "Especially right now."

Habbit threw the drawer into the trunk and closed it. He and the Moochick hopped onto the trunk's lid, straddling it like a mount. The Moochick held up his hands and wiggled his fingers to make the trunk float off the ground.

The Moochick leaned down to Fizzy and Wind Whistler. "Are you sure I can't convince you to come with us to Tahiti?"

"We appreciate the offer, but we must save the others," Wind Whistler said.

Fizzy nodded in agreement.

"What about your tiny friends?" the Moochick asked. "This will be a dangerous journey even at normal size."

Paradise flew up to him. "We might be small, but we're determined to help any way we can."

"All right then," the Moochick said. "Good bye and good luck. Trust me, you'll need it."

The trunk flew out the door. Fizzy watched as the Moochick and Habbit disappeared into the night sky. She wondered how the people of Tahiti would react to a gnome and a rabbit flying in on a trunk. However that was something for the Moochick to worry about. They had a far more daunting challenge ahead of them.

Fizzy turned to Wind Whistler standing beside her. "What should we do next?"

Wind Whistler held her hoof to her mouth as she yawned. "I suggest we get some sleep and start our search tomorrow."

"I don't know if I can sleep knowing our friends are in danger," Fizzy said.

"Nevertheless, we are no good to them if we are fighting the arachnids while we are fighting our own fatigue," Wind Whistler said as she lied down on the grass.

Fizzy lied down next to her. She still felt restless with the thought of their friends being held captive in their own castle tugging at her mind. She tried to think of other things like the sounds of crickets chirping around them as well as the babble of the stream nearby. However, her mind refused to settle. Eventually, fatigue overtook her and she fell asleep.

* * *

Wind Whistler sighed as she looked at Fizzy lying in the grass. Judging from the sweet smile on her face, she was in a much happier world than the one she would awake to. However, they could not live let alone save their friends in the world of Fizzy's dreams.

She nudged Fizzy gently with her nose. Fizzy slowly blinked her ruby eyes open. She yawned and stood up on her hooves. She arched her back and stretched out her hind legs. She then looked around and frowned. "I was hoping it was all a bad dream."

"I know," Wind Whistler said quietly. "Just remember today is a new day and the start of our quest to rescue our friends. Every step we take forward is a step closer to saving them."

The day had actually not started quite yet. While there was a glow to the east, the western sky was still dark. The ground was dark and the massive mushrooms around them were black silhouettes against the lightening sky.

Fizzy yawned. "Isn't it a little early?"

"There is something I want you to see." Wind Whistler leaped into the air and flew to the top of one of the higher mushrooms. Fizzy followed by winking out and then winking back in up there.

The two sat down on the spongy cap and watched the eastern sky. A bank of gray fog hugged the ground and surrounded the peaks in the distance. The flat clouds in the sky were purple in color with shining, pink bottoms as light from the sun was already reaching them.

Finally, the sun made its presence known. The deep orange disk peeked out from behind the mountains and slowly rose into view. Its light slowly crept over the landscape, making it look ablaze in brilliant red and orange hues.

"It's gorgeous," Fizzy gasped.

"I always start the day by watching the sunrise," Wind Whistler said.

"I can see why." Fizzy's iridescent eyes twinkled, both from the light and as a sign of her raised spirits. She looked to Wind Whistler. "So, what's our first move?"

"I think we should leave that to Galaxy," Wind Whistler said, looking up at her mane. Galaxy and Paradise poked their heads out of their hiding place on her head. "Perhaps your intuition can point is the direction of a piece of the Rainbow of Light," Wind Whistler said.

"I don't know about rainbow pieces," Galaxy said, "but I have a sneaking suspicion we should go to Flutter Valley right now."

Fizzy jumped to her hooves. "Perhaps the flutter ponies can help us."

Galaxy shook her head. "No. I fear it's them who need help."

"Of course!" Wind Whistler spread her wings and leaped off the mushroom to take flight. Her mind was racing as she put it all together. "The location of Flutter Valley is in our records. They are probably headed there right now."

"The Moochick said they move into an area, eat everything, and then move on," Paradise said. "Why would they go into Flutter Valley right now?"

Wind Whistler landed on the mushroom. "Because the flutter ponies are a threat. Arachnis and his horde just got out of a thousand years of imprisonment. Do you think he would let someone as powerful as the flutter ponies remain free? I know would not."

"But it's the flutter ponies," Fizzy said. "Surely they can handle these Arachnid Marauders."

"If what the Moochick told us about their shrinking spell is correct, the flutter ponies won't have a chance to use their power against them," Wind Whistler said. "We have to get to Flutter Valley as soon as we can. If we can make it in time, we can stop Arachnis and perhaps take back our piece of the Rainbow of Light."

"Then let's get going!" Fizzy winked out and then winked back in on the ground.

Wind Whistler flew down to the path through the forest leading out of the Mushromp and Fizzy galloped behind her. She did not know what they could do for the flutter ponies against this Arachnis. She just hoped they were not too late to do anything at all.


	4. Chapter 3: The First Encounter

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

**Chapter 3: The First Encounter**

Wind Whistler beat her wings as fast as her muscles could and tried to get every ounce of thrust out of them. However, it did not seem fast enough. The staggering wall of reddish-brown rock on the northern border of Dream Valley seemed to remain far away as if it was retreating away from her. That was obviously not the case, but when in a hurry, especially when it is an emergency, you cannot move fast enough. Every second spent getting there is a second for everything to go wrong. Her mind was already there and contemplating everything, though.

Flutter Valley and Dream Valley were adjacent to one another with a ridge of mountains dividing them. Despite their proximity, the two were worlds apart. The flutter ponies were reclusive and did everything in their power to keep their existence secret. They preferred to keep out of the affairs of outsiders and would never leave their home without being asked or taken. It also seemed like something terrible had happened to their species recently. There were only six relatively young mares, and they dodged any questions about other flutter ponies.

The reason for this lack of interaction was geography. Flutter Valley was completely surrounded by formidable ridges even pegasi found almost insurmountable. Dream Valley at least had passes that provided access to the rest of Ponyland. Flutter Valley was a walled city, an enclave surrounded by Ponyland and yet almost completely separated from it. The only connection was a few tunnels that were well hidden and off the beaten paths. The only reason the Dream Valley ponies discovered them was because the Moochick told them how to find them. They were only a myth in fables and legends to them before then, and probably would have remained so.

If they had never met the flutter ponies, this Arachnis and his hoard might have never learned of their existence and left them alone. Though, being from a thousand years ago, they might have known about them already. Still, Wind Whistler could not shake the feeling they would be responsible for what would happen to the flutter ponies if Arachnis captured them too.

They reached the area around the most commonly used tunnel. A thick curtain of current vines grew up the face of the almost vertical cliff, hiding the tunnel behind them. However, the small lake nearby served as a landmark. Fizzy slowed to a trot and then a walk and finally stopped at the edge of the lake. Wind Whistler landed next to her. Her wings felt like they were made of lead as she folded them.

"We made it." Fizzy's chest heaved as she exhaled and inhaled to catch her breath.

Wind Whistler panted as she tried to catch hers. She dipped her snout in the lake and started lapping up the cold, fresh water to quench her thirst. They had kept up an almost grueling pace from the Mushromp to here.

She paused from her drink to speak. "We have made it to the entrance at least. Hopefully, we are ahead of Arachnis."

Fizzy paused from her drink. "What can we do though? We're just two ponies."

Paradise forced a cough.

"I mean four," Fizzy corrected herself.

"The same thing we did in the tunnel when the magma was coming," Wind Whistler said. "We will use every advantage we have. That is all we really can do and hope it is enough."

"Okay…I guess," Fizzy said halfheartedly. Her mouth sank into a disappointed and discouraged frown and the rest of her body followed suit into a slumo. She was probably hoping for a better answer, but Wind Whistler did not have a better one. There had never been this many ponies captured at once and they had never faced an enemy as numerous as the Arachnid Marauders. However, there always has to be a first time.

Wind Whistler lapped up some more water to completely quench her thirst. She then walked around the lake to the current vines. She decided to stay on her hooves as her wings were still tired.

The broad-leaved vines were dense and thoroughly obscured what was behind it. If one did not know what to look for, they might never know there was a tunnel hidden behind them.

However, there was one telltale sign and morning was actually the best time to find it. The cave breathed. It inhaled air during the cooling of the night and exhaled it as the air outside warmed during the day. Actually it was just air moving to fill space in an attempt to equalize pressure, but so is respiration when one thinks about it.

Wind Whistler examined the vines carefully. She finally found was she was looking for in leaves trembling. As she drew near, she could feel the cold 'exhale' leaving the tunnel. She looked to Fizzy and shouted in her direction, "It is over here."

She then turned her attention to the ground near it for clues of recent visitors. Aside from where they had been, the grass did not look like it had been recently trampled and there were no imprints in the bare dirt. She did not see any leaves that had been knocked loose from the currents as well.

"Has Arachnis been through here?" Fizzy joined Wind Whistler at the mouth of the tunnel.

"It does not look like it," Wind Whistler answered. "However, it is possible he has already gained access to Flutter Valley from another tunnel."

"Then we should hurry up and get moving," Paradise said.

Wind Whistler pushed her way through the currents and into the tunnel with Fizzy close behind. It became pitch black almost immediately as they walked away from the entrance. Fortunately, the tunnel was more or less straight with no branches. As long as they pressed ahead, they would arrive at the other side.

A yelp from Fizzy suddenly echoed off the cave walls. Wind Whistler spun around. She could only see Fizzy's very faint silhouette in the darkness. "Are you all right?" Wind Whistler asked.

"Yeah," Fizzy said. "I almost tripped over a rock. I can't even see my hooves in here."

"Perhaps I can generate enough light for us to see." Galaxy made her horn glow but it did nothing to cut through the darkness.

"At least you tried," Paradise said.

"No. I won't let this beat me." Galaxy made it glow brighter. She strained to increase the illumination. However, just as it looked like she could create appreciable light she had to stop. She panted several labored breaths.

"Don't hurt yourself," Paradise said. "If you can't do it, you can't do it."

"I can't stand it!" Galaxy yelled. "This blasted spell has left us helpless!"

"I know," Paradise said calmly. "It's how an arachnid hunts. They make their prey helpless first either with a web or a sting. However, fuming about it won't help matters."

"Paradise is right," Wind Whistler said. "We are the only hope the others have against the marauders. We should concentrate on what we can do, not on what we cannot do."

"Correction: you and Fizzy are," Galaxy grumbled. "It's easy for you to talk about abilities when you're full-sized."

"But you're the one who felt the flutter ponies could be in danger," Paradise said. "Your intuition might also be the only lead we have on finding the pieces of the Rainbow of Light. That's something you can do at any size."

"I guess," Galaxy said halfheartedly.

"Besides, we're already there," Fizzy said.

Wind Whistler looked forward and saw light pouring in from the Flutter Valley side of the tunnel.

Fizzy ran past her out into the light. She trotted up to bush filled with bright orange and yellow blooms. "I never get tired of smelling all these flowers."

Wind Whistler walked out into the light. She blinked as her eyes got use to the sudden increase in light. She inhaled deeply, drawing the sweet fragrance permeating the air into her nostrils.

Fizzy buried her nose in a bush. She picked up her head as a hummingbird flew out. She watched it as it flitted around her for a couple seconds before flying into another bush.

Wind Whistler walked past Fizzy down the ravine towards the actual flutter valley. "We do not have time to stop and smell the roses."

Fizzy trotted to catch up to Wind Whistler. "What's the plan when we get there?"

"If we reach the flutter ponies before Arachnis, we'll warn them and then lie in wait," Wind Whistler said. "When he comes, we'll ambush him and take our Rainbow of Light."

"And…" Fizzy gulped. "What if he's already there?"

Wind Whistler took a moment to think. "Then we will have to save the flutter ponies and take the Rainbow of Light from him. I will have to see what the exact situation is there."

They rounded a corner and a faint sound reached Wind Whistler's ears. She picked up her ear and concentrated to hear it better. It was a haunting melody of a flute. It sent a chill down Wind Whistler's spine. There was a sinister quality to it. If it had been visible and tangible, it would creep along the ground like fog and coil around you like a snake.

Fizzy shuddered. "What spooky music." She gasped. "It must be Arachnis casting his shrinking spell! We're too late!"

"At least we know these pendants work." Wind Whistler looked down at the pendent hanging around her neck. It seemed to be doing nothing, but it was clearly protecting her and Fizzy's was protecting her. "If it was affecting us, we would not be able to hear it."

"I wonder why we're able to hear it and not getting any smaller," Paradise said.

"Probably because the spell has had its full effect on us," Galaxy said. "It can't make us any smaller."

"Whatever the case, you two should probably find cover. This could get ugly." Wind Whistler waited from them to leave her mane and hide in the bushes.

She turned to Fizzy. "Let us go!" She broke into a gallop towards the heart of Flutter Valley. Fizzy followed close behind her.

* * *

Arachnis played the Diminishing Melody on his flute. He had played it so many times he knew every note and rest by heart. Even after a thousand years of imprisonment, he played it perfectly. It was a haunting melody with an ominous tone indicative of the spell it cast.

He looked down into Flutter Valley. It was picturesque and teeming with life. Unfortunately, almost all that life was of the plant kingdom. Grasses, shrubs, trees, flowers, vines; it was a botanist's dream. Even the waterfall-fed ponds where colored in the green of lily pads and other water plants. However, it was a depressing sight for a band of carnivores who had no use for plants.

The flutter ponies were the only thing substantial in the valley and even they were not much. They were smaller and looked weaker than the ponies they found in Dream Valley. They were also so few in number at a half dozen. There were actually more open gazebo-like structures he figure were houses scattered around than ponies to live in them. However, Arachnis knew looks were often deceiving and underestimating your enemy was just as often fatal.

The flutter ponies were little more than specks of pastel color now. They flew around aimlessly in the meadow, no doubt confused by what was happening to them. They were like flies in a web, hopelessly entangled and ready for them to move in for the final strike.

Lash scoffed and crossed his whips. "So much for the legendary flutter ponies. Your spell shrank them as easily as everything else."

Arachnis pulled his flute away from his lips. "You would think differently if we had let them attack us first."

"Tell me, why aren't we eating the ponies now?" Lash asked. "Some have complained about it."

"Because they locked us away for a thousand years." Arachnis scowled and looked forward, but not at the valley. He could still remember that white unicorn with wings and the fateful battle with her. The mere thought of her brought rage in him. He wished they had escaped in time to do this to her, but he could settle with her civilization. "This is not merely a hunt. This is revenge. So, it's not enough to simply eat them like normal prey. I want them to suffer. I want them to watch us ravage their land until there is nothing left while they can do nothing. Then, once their spirits are broken, we will eat them."

"So they'll be the dessert to our Dream Valley main course," Lash rubbed his whips together greedily. "I like the way you think, Boss."

"My spell is complete," Arachnis said. The spiders crawled out his clothes and gathered around him. "We can now begin capturing."

A turquoise, full-sized unicorn suddenly ran out of the pass into the meadow where the flutter ponies had gathered. Lash's red eyes widened at the sight. "What the…how did a unicorn get here?"

"More importantly: why was she not affected by my spell?" Arachnis bared his tightly gritted teeth. "Nothing except the horde was supposed to be immune to it." He turned to Lash and pointed at her. "Go find out."

Lash followed the spiders down the ridge and towards the meadow.

Arachnis watched as the unicorn ran towards the specks that were the flutter ponies. Who was she? She could not be from Dream Valley. They were all under lock and key and shrunk by his spell. More importantly, she seemed to be immune to his magic somehow.

Something suddenly struck him in the back. He fell forward and his flute flew from his hand. "No!" he shouted as it rolled towards the edge. He grabbed it just as it was about to fall off.

He rolled over on his back looked up to see a pale blue pegasus with a pale pink hair glaring at him. "Just how many of you are there?" he said with a growl to his voice.

"Enough," the pegasus said coldly. "Now return the Rainbow of Light."

"I'm afraid it's not here." Arachnis stood up and batted at his sleeves to knock off some dust. He threw his head from side to side to make his neck crack. "I thought I got all of you yesterday, but apparently you and your unicorn friend somehow slipped through the cracks. No matter. I'll just correct the oversight right now."

* * *

"Queen Rose Dust." Fizzy stopped in front of the flutter ponies. They were as tiny as Paradise and Galaxy. The flute music had also stopped. Arachnis must have been able to complete his spell.

"Fizzy." Rose Dust flew up to her followed by the other flutter ponies. "Why are you here? Actually, forget that. Do you know what is happening to us?"

"And why haven't you been shrunk like us?" Honeysuckle said. The pink mare darted around, clearly fuming.

"It's hard to explain," Fizzy said. "You have to get out of here now. Arachnis the Captor's coming for you."

"Who?" Rose Dust asked.

"Leader of the Arachnid Marauders," someone said from behind them and gave a cruel chuckle. Fizzy turned around and gasped. It belonged to a black, pony-sized arachnid with long whips coming out of his sides. He crawled towards them with a large group of spiders. "Capture the flutter ponies," the large Arachnid said. "The unicorn is mine."

Fizzy hunched her back and backed up a couple steps as the creature drew near. She had never been very brave when it came to arachnids. Just seeing a small spider would make her yelp. This large, strange one was particularly frightening. "Y-you can't use your magic against me," she stammered.

"What a shame." The arachnid threw out one of his whips and quickly wrapped it tightly around Fizzy's neck. It was loose enough to not choke her, but tight enough she could not get out of his grip. "I don't use magic," he said.

"Fizzy!" Rose Dust and the other Flutter Ponies flew towards her.

"No. Get away." Fizzy strained against the whip around her neck.

"Get the flutter ponies!" a spider shouted. They started throwing strings of web in the general direction of the flutter ponies.

Rose Dust barely dodged being ensnared. "I'm sorry." She flew away with the others as more strings were chucked their way.

The arachnid used his free whip to caress Fizzy's cheek and sweep her mane out of her face. "What pretty eyes you have, my dear."

"Uh…thank you?" Fizzy was not sure what he meant by complimenting her.

"Yes. They look just like rubies. They'll make a fine pair of trophies." The arachnid held up one of his pincers with several sharp spines on the inside perfectly suited to plucking out eyes.

Fizzy panicked as the arachnid pulled her towards him and his pincers. She tried to back up, but he was too strong. He pulled her closer and closer, dragging her hooves through the dirt. She tried to think of possibilities like Wind Whistler had said. However, she could not wink out of his grip and she did not know if she could make a bubble big enough to hold him.

They only thing left was screaming. She shouted "HELP!" as the arachnid dragged her closer.

* * *

Wind Whistler bucked Arachnis in the gut before he could jump on her. He let out a grunt and instinctively wrapped his arms around his middle. He staggered back several steps before falling onto his knees. Despite his frail appearance, Arachnis was incredibly strong. It was all Wind Whistler could do to maintain a draw.

Wind Whistler heard a frantic cry for "Help!" from Fizzy. She looked down into the valley and saw the giant whip scorpion had her by the neck and was dragging her towards him. She bought this reprieve just in time. She took to the air before Arachnis could recover and flew down to the meadow. She saw that the giant arachnid swipe at the air with his pincer as he dragged Fizzy closer.

"Jeepers, creepers, where'd ya get those peepers," the whip scorpion sang in a sinister tone. He dragged Fizzy in, barely impeded by her struggling. "Jeepers, creepers, where'd ya get those eyes." He chuckled.

Wind Whistler dove down and bit as hard as she could into the whip holding Fizzy. The whip scorpion screamed in pain and released his grip. He coiled the whip into his body and examined the reddening bite marks she had left on it.

"Are you all right?" Wind Whistler landed next to Fizzy.

Fizzy coughed. "Yeah, thanks."

"Go help the flutter ponies," Wind Whistler said. "I will deal with this ruffian."

The whip scorpion glared at her and snarled. "These whips are sensitive."

"I know that," Wind Whistler said. The arachnid was a giant version of a tailless whip scorpion which used its whip-like front legs to feel the surrounding area. Apparently, at his size, this individual also used them to grab prey.

"Why you…" The whip scorpion threw his whips at her. Wind Whistler flew up to an altitude where he could not reach. He swiped at her with both whips, but only grabbed air. "Get down here, you miserable pony."

* * *

Fizzy stopped at a token safe distance from the spiders. They had the flutter ponies caught in webs and were wrapping them in silk.

Fizzy gulped dryly. She did not want to get too close. The spiders could bite her or harm the flutter ponies. The incident with Surf Rider suddenly popped in her head. She could trap them in bubbles like she did to her.

She pointed her horn at the stream nearby and concentrated. A surge of bubbles erupted from the water and floated towards the spiders. The bubbles encased the spiders and floated away from the webs.

Fizzy walked up to the webs. "I'll get you out of that." She concentrated on her telekinesis magic to pull them out of the web.

"Fizzy, watch out!" Rose Dust shouted.

Fizzy looked up just in time to see a purple bolt of lightning shoot straight at her side. However, it suddenly stopped just before hitting her. The pendant must have blocked the magical attack like the Moochick had said it would.

Fizzy spun around to where the lightning bolt had come. Arachnis leapt off the ridge and landed on the ground below in a squat. He stood up and walked towards her.

"You and your friend seem to have some kind of protection against magic," he said in a low voice, "those pendants around your necks most likely."

Fizzy backed away until she came against the cliff rising up behind her. She huddled there, making herself as small as possible. She trembled uncontrollably and she could only manage a whimper. Looking into his eyes staring back at her filled her with paralyzing fear.

Arachnis stopped and glanced up. His mouth bent into a lopsided smirk. "Fortunately, there is more than one way to skin an equine." He threw a bolt of lightning at a tree overhanging the ledge above Fizzy. Bark and a large piece of the trunk exploded on contact, flying off in splinters. The tree collapsed on its weakened trunk and fell from the ledge.

Fizzy looked up to see the massive tree falling towards her. Her mind suddenly focused on one thing: wink out. In a flash of sparkles she was suddenly a few dozen feet away as the tree struck the ground with a thunderous crash where she had been.

* * *

Wind Whistler looked to where a loud crash came from. Fizzy stood near a fallen tree and Arachnis was walking towards her.

Wind Whistler gasped. "Fizzy!"

"You should be more worried about yourself!" The whip scorpion shouted.

Wind Whistler turned around in time to see him wrap his good whip around a large rock. He heaved the jagged boulder at her. She flitted to the side to let it sail past her at incredible speed.

She watched the whip scorpion cautiously. He wrapped his whip around several nearby rocks and boulders one after another, probably gauging their weight. Apparently flight was not as big of an advantage as she first thought if he could lob boulders at her.

* * *

Fizzy backed up again as Arachnis strolled towards her.

He stopped and held up his hand. Glowing, purple pins shot from his palm at the bubbles holding the spiders. The bubbles burst and the spiders landed on the webs. They gathered up the captured flutter ponies and carried them to Arachnis. He picked them up and looked at him. He grinned more evenly and nodded.

He then turned to the giant arachnid. "We're leaving, Lash."

Lash dropped a large rock. "What about these two?"

"Leave them. We have what we came for." Arachnis looked at the flutter ponies in his palm. "We can deal with them later."

"Feel lucky you got away this time," Lash grumbled at Wind Whistler.

Arachnis swept his hand to the side and a powerful blast of wind that kicked up dust in a think cloud. Fizzy closed her eyes to keep out the sand blowing against her. The wind subsided and she opened their eyes to find her and Wind Whistler alone.

Fizzy heaved a sigh and held her head low. "Some help I was?"

Wind Whistler landed next to her. "You did your best."

"No I didn't," Fizzy said meekly. She glanced to Wind Whistler, but felt ashamed to look her in the eye. "I was too scared. I just stood there and let them take the flutter ponies with barely a fight."

"You did more than you think. The two of us escaped," a small voice said. Fizzy picked up her head and looked around for where the voice came from. Morning Glory and Honeysuckle emerged from a flowering bush. "We managed to hide during the commotion you caused," Morning Glory said.

"Unfortunately it didn't save us from being shrunk," Honeysuckle grumbled. "Look at us. We're no bigger than bugs."

"You're not the only ones." Paradise flew in. "Except for Fizzy and Wind Whistler, all the ponies in Dream Valley have been shrunk too."

Galaxy winked in on Wind Whistler's nose. "The four of us are the only ones still free."

"Why would they do this?" Morning Glory asked.

"From what we can ascertain, these arachnids and that humanoid creature traveling with them are a band of marauders who ravage the land. When they came to Ponyland one thousand years ago, Queen Majesty defeated them and sealed them away. However, the seal has been broken and now they are seeking revenge on us for what Queen Majesty did to them," Wind Whistler said.

Honeysuckle shook her head. "That's all we need: a powerful sorcerer with a grudge. What are we going to do about him?"

"The Moochick told us we need to collect the six pieces of the Rainbow of Light to form the Master Wand which Queen Majesty used to defeat them," Fizzy said.

"Speaking of which," Paradise said. "There wouldn't happen to be a heart-shaped locket somewhere in Flutter Valley, would there?"

Morning Glory pondered. "I remember Queen Rose Dust telling me about a treasure in the Flutter Sanctum at the center of the valley. Could that be it?"

"It's as good a place as any to start," Galaxy said.

* * *

Wind Whistler looked down into the dip in the land at the large, gray stone with a hole in the side at its center. "Is that it?"

"That's it: the entrance to Flutter Sanctum," Honeysuckle said.

She and Morning Glory flew down to it. Wind Whistler fluttered down to the bottom and Fizzy winked out and back in front of the stone.

Considering the beauty of Flutter Valley, the entrance to Flutter Sanctum was rather mundane. There was not even something to close off the entrance. Though, being in Flutter Valley was probably protection enough.

They descended the spiraling tunnel leading from the entrance underground. Luminescent gems jutted out of the walls providing at least paltry light for them to see. The air quickly cooled and became more humid. There was also that heavy odor organically rich soil had to it. Wind Whistler thought of how Posey would kill to have loam of this quality.

The tunnel wound and descended until it opened into a large cave. More luminescent gems provided a little better light. The cave was unremarkable except for a stone pedestal in the center with a violet, heart-shaped locket sitting on it.

"Could that be it?" Fizzy asked.

"There is only one way to find out." Wind Whistler walked up to the locket and tapped it gently with her hoof. The locket popped open and a brilliant rainbow streamed out of it. The ribbon of color twisted and circled around the cave, casting colorful light on the walls.

"All right!" Fizzy jumped for joy. "We found one."

"I never realized the treasure was a Rainbow of Light," Morning Glory said.

"Who cares about that now?" Honeysuckle started throwing her front hooves forward as if she was punching. "We now have a weapon, and we can kick some spider butt with it."

"I am afraid this is just the start." Wind Whistler slid the locket over her head. The Rainbow flew back into it, and the locket closed. "There are still four more pieces out there, scattered across Ponyland. There is also the Rainbow of Light Arachnis took from us."

"It seems your intuition took us to a piece of the rainbow after all," Fizzy said to Galaxy in her mane. "Perhaps you can find another."

Galaxy pondered for several seconds. "Well, thinking about it, I get the sense we should head southeast. My thoughts about the Rainbow of Light point to somewhere in the ocean."

"The ocean?" Honeysuckle asked. "Why would there be a piece of the Rainbow of Light be in the ocean?"

"I have an idea of where it could be," Paradise said.

"Then we should head there immediately," Wind Whistler said. "If we start now and keep up a good pace, we can reach the coast sometime mid-afternoon."

"We're coming to." Honeysuckle landed in Fizzy's mane with Morning Glory. "Flutter ponies and water might not mix all that well, but I'm not about to stay here and wait for those spiders to come back and make sure they finished the job."

"Suit yourself," Wind Whistler said.

She walked back towards the entrance. Fizzy followed her up the winding pathway.

"I wonder how the others are doing," Fizzy said.


	5. Chapter 4:  The Mounting Odds

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

Hydia grinned at the sight of Dream Castle before her. Granted, it was a disgustingly beautiful day with puffy white clouds and the air was so sweet she made her want to gag, but she was not thinking of that. She was thinking the pleasant thought of the wasteland that would replace it after they rid the world of the ponies.

"I don't know why didn't think of this in the first place," she said. "Instead of beating around the bush all these years, we should have attacked those insufferable ponies directly."

"But where are they?" Reeka asked. "This time of day you'd think they'd be all over the place. The drawbridge isn't even down."

"They're probably in their cozy, little castle," Hydia said mockingly. "However, its walls won't save them now. Ready the scaling pole."

Reeka and Dragged picked up the tall, thick piece of lumber with pegs sticking out the sides for hand and footholds. The two staggered a bit as they balanced the heavy log on their shoulders. "Why didn't we bring Aahg?" Draggle asked.

"Because he'd draw too much attention," Hydia said. "I want to take them by surprise."

"Actually, it's because we couldn't find him," Reeka whispered. "We went to his cave and wasn't home."

Hydia glowered at Reeka. She was right, but she did not have to say it. "Whatever the case, we don't need him." She pointed forward. "Now CHARGE!"

They broke into a run towards Dream Castle. As they reached the stream separating Dream Castle from the field, Reeka and Draggle planted one end of the scaling pole in the ground and rested the other end against the wall. They actually managed to do something without messing it up. Granted, it was a simple task, but Hydia would take the small victory.

Reeka climbed onto the pole first. Draggle followed, but climbed over her at about halfway up. Her foot landed squarely on Reeka's face as she ascended.

Reeka pulled Draggle foot off her face. "Hey, watch it," she grumbled.

"Try climbing faster, Wide Load," Draggle said mockingly.

"What did you call me?" Reeka yelled.

Reeka grabbed Draggle's leg and pulled her down. Draggle fell off the pole and landed on Hydia. Hydia should have known it would not last.

"I swear." Hydia threw Draggle off. "You two idiots could mess up a one car funeral."

* * *

Megan looked out at the courtyard. Spiders and scorpions crowded around the door to the room they were in. A yellow, pony-sized scorpion stood on the stairs in front of the door, standing guard.

She had been looking forward to seeing the ponies again. She begged her parents to let take a three day weekend right after school let out for the summer. She claimed it was a camping trip, which was kind of true. While she knew Ponyland could be a dangerous place and faced some of the dangers firsthand last summer, she never expected anything like this.

The crowd made her nervous, more nervous than she had been since they were captured. Arachnis, the man who seemed to control them, had been gone for hours, and the arachnids seemed to get more anxious every minute. She wondered if he was the only reason they were still alive, and what might happen now that the arachnids were left to their own devices. Everyone else seemed just on edge, staring out the window.

Little Sundance rubbed her head against her and let out a soft sob. "I'm scared, Megan. What are the spiders going to do to us?"

"I don't know, but I can tell you we're all scared." Megan gently hugged the white filly and petted her light pink mane.

"I'm not." Gusty stamped her hoof. "I'm pissed off."

"Watch you language," Buttons scolded. "There are foals present, including your own daughter."

"She's heard me say worse," Gusty replied.

"You know, maybe these arachnids aren't so bad," Surprise said. "There's even one holding a book that says 'To Serve Pony' out there. Maybe he wants to help us out."

"I'm afraid you've confused the meaning of the word 'serve' the title is referring to," North Star said. "I believe what he is holding is in fact a cookbook."

"Oh," Surprise said solemnly.

"That's one cookbook I'd never want to read," Cupcake said.

"Makes me glad I'm a dragon," Spike said.

"Don't give up hope." Megan said. "Paradise and Galaxy managed to escape. Fizzy and Wind Whistler are also out there. I bet they're working on a way to save us right now. However, we need to be strong for them."

"Okay, Megan," Little Sundance said. "I'll be strong."

The others nodded.

"I suggest we also work on an escape plan," Buttons said. "I could use my telekinesis to get the key or maybe pick the lock when they're not paying attention."

"For once I have to agree with Buttons," Gusty said. "Our 'guests' seem to be getting restless."

* * *

Strike stood guard in front of the door to the room the ponies were being held in. Arachnis gave the explicit order nothing was to be done to the ponies until he got back, and Strike would make sure that order was followed.

Just about everyone who stayed behind had gathered around the door. They yelled and complained, but he only stared them down.

A shout made itself discernable over the others. "When can we eat the ponies?"

"When Arachnis says we can." Strike held up his powerful pincer and clacked it menacingly. "Not before."

"How long does he expect us to wait? We're getting tired of woodland creatures." Another shouter made his presence known.

"Yeah," another said. "If I have to eat another woodchuck, I'll upchuck. We came here to eat ponies."

"Yeah. We want ponies."

A repetitive chant of "We want ponies" erupted from the crowd.

The chant was cut short by three thuds behind the crowd followed by cackling. Strike looked up and the crowd turned around to see three very strange-looking human women at the bottom of the wall. The shortest one was the one cackling.

"Quake in fear, ponies," she said. "For the witches from the Volcano of Gloom have…breached…your…de-fen-ses?" She began stumbling over her words when she got a look at the crowd.

* * *

"Well this is just great," Magic Star groaned. "Now the witches are here too."

"This might actually be a good thing," Gusty said.

"How?" Shady asked.

"Maybe the spiders will eat them and then get sick and die," Gusty said.

"That's absolutely disgusting," Buttons scolded. "How could you suggest something so morbid, especially in front of your own daughter?"

"Are you kidding?" Little Gusty said excitedly. "That would be awesome."

"I've raised you well." Gusty nuzzled her daughter.

Buttons heaved an exasperated sigh and rolled her eyes.

* * *

Hydia stared at these strange arachnids as they stared back at her and her daughters. She came over the wall expecting to see brightly colored ponies. Not only was their not a pony in sight, but the courtyard was crawling with these spiders and scorpions.

"I thought this was Dream Castle," Draggle said.

"This is Dream Castle," Hydia grumbled.

"But what are all these arachnids doing here, and where are the ponies?" Reeka asked.

"Shut up!" Hydia said. "I'll figure this out."

Draggle looked at the crowd and noticed Aahg towering over them. The hairy, black, house-sized tarantula cyclops looked away from them as if he was trying to ignore them. "Aahg, what you doing here?"

"You know them, Pledge Aahg?" a spider asked.

Aahg grumbled. It was the best he could do for speech.

"Of course he knows us," Hydia said. "We've been through a lot together."

"Actually, we've just used him whenever it suits us," Draggle whispered in Hydia's ear. "What if he doesn't like that?"

Aahg bellowed a loud roar. It made the castle shake under Hydia's feet and rattled her ribcage.

"It's better than more woodland creatures." A scorpion holding a titled 'To Serve Pony' book darted away and came back with a piece of masking tape over 'Pony' with 'Witch' written in black marker on it.

The others erupted into a ruckus cheers and moved in mass towards Hydia and her daughters. Hydia backed up until her back hit the stone wall. She looked around and saw four story tall walls on four sides and a closed drawbridge. They were trapped.

She glared at Aahg. "Aahg, you traitor! After all I've done for you, you dare treat me like this?"

Aahg nodded with a grin and mockingly waved good bye.

Hydia looked down at the arachnids crawling closer to her. She actually liked arachnids. Their ugly appearance and dangerous venom were admirable. However, she did not want it turned on her.

"Arachnis and Lash are approaching." The shout came from the wall almost directly above Hydia. The arachnids stopped and looked up. "Lower the bridge."

Several arachnids pulled the main lever on the winch. The bridge lowered with a thud. A man and a giant scorpion-like creature walked into the castle.

Hyida watched this unfold in awe. The man was absolutely ghastly looking with his gray skin and black and gold eyes. A witch might consider him attractive. However, she was more in awe of how the mob of arachnids acted as he walked past. They created a path in front of him. Without a single word they did what he apparently wanted them to do.

The man walked up to the pony-sized scorpion standing in front of a door on the building in the back. "I want to see them."

"Of course, Arachnis." The scorpion opened the door.

* * *

Megan felt a chill go down her spine as Arachnis entered. Part of her had wanted to see him return. She hoped his presence would calm the arachnids down. However, she still feared the ghastly man. His appearance and demeanor made her skin crawl. There was also the fact that he had the final word on when they would be eaten and could give it at any time.

Arachnis grabbed the key to the cage off the peg. Was he ready to feed them to the others? Megan backed up to the back of the cage as he walked up to it. Everyone huddled around her. She could feel them tremble and Shady whimpered as he unlocked the padlock and opened the door.

Arachnis reached in his jacket and produced four flutter ponies thoroughly wrapped in silk. He threw them in and slammed the cage shut. He slid the padlock back on and closed it with a click.

Megan immediately started tearing the silk off them. Spike spat a narrow stream of flame to cut open the silk while Megan pulled it off in chunks. One by one they freed the four from their silk straightjackets.

"Only four?" Arachnis said. "I thought for sure there were six." He scowled. "Blast those meddling ponies."

"They got you too I see," Megan said.

"We didn't even know they were there," Forget-Me-Not said.

"If you're done, I have something to ask you," Arachnis said. Megan looked up at him looming over the cage. His mouth was a straight line was his tone was nothing but cold. "How many ponies were not here when I cast my spell?"

His asking that question suggested he might have met Fizzy and Wind Whistler, but he did not have them or Paradise and Galaxy. If they did meet him, they must have escaped the encounter somehow. However, the four were still their ace in the hole, and they needed to keep him as much in the dark about them as possible. Despite her fear, she summoned the courage to play ignorant. "I don't know what you're talking about."

"I saw a pegasus and a unicorn in Flutter Valley," Arachnis said, a seething rage creeping into his voice as he let his lips peel back to reveal his sharp, yellow teeth.

"Are you sure they weren't a figment of your imagination?" Sundance asked timidly.

Arachnis grabbed Lash's whip and pulled it up to the cage to show them the red welts. "Do these look imaginary?" he shouted.

Lash yelped. "Not the whip!"

Arachnis slammed his fist on the sill, causing it quake enough to throw everyone clear off their feet. "A pale blue Pegasus and a turquoise Unicorn: WHO ARE THEY!"

"Those sound like Wind Whistler and Fizzy respectively," a raspy voice said.

Everyone turned to the voice. Hydia and her daughters stood at the door. There went any hope of keeping Fizzy and Wind Whistler a secret.

Arachnis turned to Hydia and seemed to relax. "Who are you?" he asked calmly.

"I am Hydia, head witch from the Volcano of Gloom," Hydia answered, bowing. "These are my daughters, Reeka and Draggle."

"Why are you here?" Arachnis asked.

"We were going to attack the Little Ponies." Hydia glanced at the cage and grinned slyly. "However, I can see you've already done our job for us. I just want to say any enemy of the Little Ponies is a friend of ours."

"And please don't let those arachnids out their eat us," Draggle pleaded.

Hydia kicked Draggle in the shin to make her bite her lip. "Shut up."

Arachnis laughed loudly. "I suppose I can spare you and even find a use for you. If you join my horde, I will let you live."

"Excellent," Hydia said. "With our partnership, the ponies won't stand a chance."

"Partnership?" Arachnis coughed a laugh. "Hardly. You belong to me now."

"We belong to no one!" Hydia stated angrily.

"Maybe I didn't make myself clear," Arachnis said calmly. He took out his golden flute. "Either you're mine or you're dinner. Take your pick."

Hydia, Reeka, and Draggle slid back a step with a start. "Well, when you put it that way. How can we serve you?" Reeka asked.

Arachnis smiled. "Better."

Megan gulped. It was Magic Star's worst fear. It was now the arachnids and the witches together. The creepy exchange only added to her dread of what kind of force stood against their friends.

Arachnis turned to the scorpion standing in the doorway. "Strike, meet our latest inductees and give them their rite of passage."

"Yes, Arachnis." Strike grabbed Draggle's arm in his pincers and plunged his sharp stinger into it.

Draggle yelped and pulled her arm away. "What was that for?"

"The venom now coursing through your veins will make you immune to my flute's Diminishing Melody," Arachnis said. "Welcome to the Arachnid Marauders."

Strike plunged his stinger in Reeka and Hydia's arms.

"What about those two ponies?" Lash asked. "We can't let them remain free. There are also the ponies in the rest of Ponyland to deal with too. We've only found females here. That means the males are out there somewhere and possibly more females as well."

Arachnis slouched and rubbed his temple. "Our trip to Flutter Valley was very taxing for just four ponies. The Diminishing Melody is meant to be used against a large group. If the rest are scattered throughout the land, I will not hunt them down personally." He stood up straight again and turned to Lash. "Summon Boris and his Tarantula Hunters."

"The Tarantula Hunters?" Lash asked timidly.

"Yes," Arachnis said. "I have an announcement for them."

"Okay." Lash walked out of the room.

"Grab the cage and bring it outside with us," Arachnis said to the witches. "I want the ponies to see this."

Draggle picked up the cage and they followed Arachnis outside. The crowd parted to make a large, circular area in the center. Megan slapped her hands over her mouth to stifle a gasp. A dozen giant spiders covered in brown fur followed Lash into the circle. They had to be at least as large as adult ponies with long, sharp fangs at the ends of their mandibles and stood on thick, hairy legs.

Lash returned to Arachnis' side and coughed to get everyone's attention.

"My hunters," Arachnis said, "you've often complained about how we've conducted business. You say it's taken the fun out of your lives. If we shrink everything, nothing poses a challenge for you. Well, it's time to have your fun."

A few eager whispers rose from the crowd.

Megan felt something brush against her leg. She looked down to see Little Sundance leaning against her. The filly looked up at her with tears welling in her eyes. Megan bent down and hugged her. "It'll be okay. They won't succeed." Megan said to reassure herself as much as Little Sundance.

"We've captured the ponies in Dream Valley and Flutter Valley, but there are still more out there. The stallions are out there, somewhere in greater Ponyland. We also believe there are other mares out there. We don't know how many there are or how concentrated they are. Using the Diminishing Melody on them individually is impractical and trying to gather them and hold them at normal size is risky. Therefore, I'm leaving the rest of them to you. You are to kill all the remaining ponies on sight. Before the moon has cycled, the Little Pony race will pay the price for imprisoning us with their extinction."

The crowd cheered loudly at this announcement. Aranchis quickly waved his hands to return them to silence. "However, there are two mares who're a top priority, a pale blue Pegasus and a turquoise Unicorn. I want you hunting for them specifically. Bring me locks of their manes when you've taken care of them as proof."

"As well as the Unicorn's eyes," Lash added.

Arachnis shot him a curious glance.

"What? I really want them," Lash said.

"Then you can get them yourself as you're going with them," Arachnis said.

"Might I suggest we go as well?" Hydia asked. "We have experience dealing with those two."

"They stopped our latest plan to destroy Dream Valley just yesterday," Draggle said.

Hydia glared at her. "Can you ever open your mouth without sticking your foot in it?"

"Very well," Arachnis said. "You and Pledge Aahg will join the hunt."

"By your command." Hydia bowed.

She glanced scornfully at Aahg. "It'll give us a chance to discuss a little thing called loyalty."

Aahg looked away from her and grunted in response.

Draggle handed the cage to Strike. She ran after Hydia, Reeka and Aahg following Lash and the tarantulas. Lash took point as the group crossed the drawbridge out of Dream Castle.

Arachnis looked down at them. Megan returned his gaze with a defiant glare along with some of the others. Even if it was just putting on a face, Megan did not want to give him the satisfaction of seeing her fear.

Arachnis grinned. "Abandon whatever hope you have invested in your friends. They and the rest of the Little Pony race will fall to the hunters. We will wipe your kind off the face of the Earth. I assure you of that."

* * *

Green. Green and open. Those were the two words that popped into Fizzy's mind to describe the plain she and Wind Whistler were running through.

In fact, this was the first time in her young life she had traveled outside a valley. She had spent all twenty-two years within the confines of Dream Valley with occasional trips to Flutter Valley. However, she was now out on the open plain east of Dream Valley. There were no mountains in the distance and the sky came right down to the horizon.

However, it was the green of the plain that was the most eye-catching. Thick grass about knee high covered the ground completely. There were no trees, flowers, or even other types of grasses. It was the same dark green grass as far as the eye could see ahead and to the sides. Like the lack of mountains, it was something she had never seen before.

She wondered how far this plain went. The one thing about the lack of mountains was she could not figure where the plain would end. Her legs were starting to feel heavy. Since going after the witches, she and Wind Whistler had been on the move almost constantly. At least her belly was full of the sweet grass from Flutter Valley.

She tried to get her mind off it. She focused on the ocean. Obviously she had never been to the ocean before either. She had heard about it and read about it, but this would be her first time seeing it in person.

"Don't the sea ponies swim up a river to get to Dream Valley?" Fizzy asked. "Why aren't we following that?"

"The mouth of the river is too far north," Wind Whistler said. "Where we are headed is a better jump off point."

They came over the crest of a hill and the grass abruptly ended for a sandy beach to begin. Fizzy's hooves sank into the powdery sand when she leapt from the embankment marking the end of the grass and landed on the beach. The air suddenly seemed much more moist, and the itchy smell of salt wafted through the air. Several hundred feet ahead was the ocean, blue like the sky with white caps washing ashore with whooshing crashes.

Fizzy looked down either side of the beach. It extended to the horizon in both directions, a wide strip of pale tan separating the blue of the ocean and green of the plain. Aside from some cawing sea gulls gliding above them, it was abandoned.

A wall of gray sat over the water several miles offshore. It obscured almost everything, but Fizzy could just make out the ghostly image of an island in the distance. "What's that island?"

"It's the closest of the Mangrove Islands," Wind Whistler answered.

Paradise poked her head out of Wind Whistler's mane. "It's where the stallion pegasi live. The sea ponies also live in the coral reefs surrounding the archipelago. This beach is the jump off point between the Mangroves and the mainland."

Galaxy joined Paradise. "Now that you mention it, the Mangroves do instill a strong feeling. I'm pretty sure the rainbow piece is there. However, I also sense something's wrong."

"Are the stallions in trouble too?" Wind Whistler asked.

Galaxy shook her head. "No. I sense something is wrong with the rainbow piece itself."

"What could be wrong with it?" Paradise asked.

"I'm not sure," Galaxy said.

Fizzy walked down to the water's edge. "A better question is how I'm supposed to get there. It's way too far for me to wink to and I can't swim very well."

She thought about it and Surf Rider in the bubble came to her mind again. "Wait, I think I have idea."

She looked around for any calm water. There was a nearby tidal pool well removed from the ocean at the moment. She pointed her horn at it and concentrated as hard as she could. She had never made a bubble big enough to hold her. The bubble she made around Hydia yesterday was about as big as she had gotten. However, there was a first time for everything.

The bubble formed in the pool, practically taking up the entire depression in the sand. She lifted it up and closed her eyes as she brought it down over her. The membrane slipped around her and she was enveloped. She relaxed and opened her eyes when her hooves left the ground and saw she was floating above the beach. "I did it. I can float over."

"That was excellent thinking, Fizzy." Wind Whistler leapt into the air.

"It's hard controlling a bubble this big, though." Fizzy concentrated on steadying the bubble, but it tumbled in the wind.

"Simply concentrate on maintaining the membrane's cohesion. I will push you to the islands." Wind Whistler carefully placed her front hooves on the membrane of the bubble and gently pushed it forward.

"Thanks, Wind Whistler." Fizzy watched as they flew over the ocean. It was nice to be able to get somewhere without running for once.

She looked back to Wind Whistler. "Have you ever been to the Mangrove Islands before?"

"No," Wind Whistler said. "This is actually only the second time I've been to that beach. My mother took me there to see my father off when he returned to the islands with my brother."

"I've been to the islands once," Paradise said. "They're a tropical haven and the stallion pegasi are just the nicest group of guys you'll ever meet. It's peaceful and laidback."

"Though, none of them have come to Dream Valley in more than a year," Wind Whistler said. "I wonder why."

The question suddenly popped into Fizzy's head. "Why do the stallions live outside Dream Valley?"

"They just do for some reason," Wind Whistler said. "Since the fall of the Pony Kingdom, they stay in the regions where their species settled when Dream Valley was flooded. They visit Dream Valley and stay when it is time to raise a family, but they leave with their son once the foals are strong enough."

"Some mares also live outside Dream Valley," Galaxy added. "It's just how things have developed since the destruction of our civilization."

Fizzy mulled over this for a second. It did not tell her anything she did not know already.

She turned her attention to what was in front of her. Wind Whistler pushed her closer to the island. The veil of clouds seemed to pull away from it. She could see that the mound of land was a tropical paradise. It was covered in palm trees and other tropical plants and a sandy beach made up its shore. Fizzy could not tell from inside her bubble, but she knew the air must have been very warm.

She then noticed one clump of low, gray clouds was not backing away. If anything, it seemed to be coming towards them. It spread around them until everything was completely obscured. Wind Whistler quickly looped around the bubble and stopped it.

"Fog?" Fizzy asked.

"It is the wrong time of day for fog like this," Wind Whistler replied.

A shape emerged from the obscurity. It was a massive galleon headed straight at them. Wind Whistler shoved Fizzy out of the way in time to avoid them being struck by the long bowsprit. She hovered to the side as the galleon slowed to a stop.

Several seals flopped across the deck of the ship to the facing them. Many wore striped shirts and bandanas tied around their heads.

A huge walrus with long, yellowed and cracked tusks that curved in so they crossed each other flopped to the side with the seals. The seals moved aside to give him room at the deck railing. He eyed the two and then grinned. "We be havin' a two fer one deal today, maties."

Wind Whistler planted her hoof on her face and shook her head. "You cannot be serious. Pirates?"

"That we be, lassie," the Walrus replied. He pointed to the top of the tallest mast. It was hard to see in the fog, but Fizzy could make out a black flag with a white walrus skull above crossed tusks.

"I be Captain Snaggletusk, leader of the dreaded Pinniped Pirates," the walrus said, "and ye be our prisoners."

"I think not," Wind Whistler replied sternly.

Snaggletusk's large upper lip sank, probably what a frown looked like on him. "Ye think differently after ye witness the power of the Drab Arch." He reached into his heavy coat and produced a gray, heart-shaped locket.

"Is that what I think it is?" Honeysuckle asked.

Galaxy gulped. "If you think it's a rainbow locket, I think you're right."

"Have at ye, equines." Snaggletusk opened the locket and a steam of gray light slithered from it. It flew at Wind Whistler but bounced away harmlessly before it could reach her.

"Arr." Snaggletusk grimaced. "Yer protected from magic too? Fine. We'll do this the old fashioned way." He turned back to a seal next to a cannon. "Snag 'em with a capture shell."

Seal saluted and trained the cannon on them. Wind Whistler got behind the bubble and pushed Fizzy away from the galleon. The cannon fired with a thunderous boom and belched a cloud of smoke. The shell shot for them but exploded into a net. The heavy net burst Fizzy's bubble and dragged them down into the warm, salty water. A hook came down and grabbed the net.

Snaggletusk looked over the railing and let out a thunderous laugh. "Ye will fetch a fine price in some port, or we'll use ye as a bargainin' chip against yer kin on the islands. Either way, yer the catch of the day."

Fizzy struggled against the net, but it was too strong and she could not wink through it. She could not even reach the rainbow locket around Wind Whistler's neck. "What do we do now?"

"I suggest we voice our dire need of assistance at maximum volume in the hope someone is within audible range," Wind Whistler said.

"Huh?"

"I said we should scream for HELP!"

Frizzy screamed "HELP!" with Wind Whistler as the hook pulled them out of the water.


	6. Chapter 5: In the Eye of the Hurricane

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

Hurricane flew casually through the sky above the ocean. He spontaneously flew in a loop just because the thought popped into his head. Being able to fly about was such a rare luxury now, he never missed an opportunity to enjoy every minute airborne he could.

His eyes happened to fall on the ocean and thee objects on the surface. He figured they were sea ponies. He spiraled down towards the water. The three were sea ponies bobbing on the surface like buoys. Pearl Diver, Manta Ray, and Undertow watched him as he hovered just above the water.

"Hey, guys. What are you doing on the surface?" Hurricane asked.

"We're looking for Sand Dollar and her friends," Pearl Diver said. "They should've been back from Dream Valley by now, but no one's seen or heard from them."

"It's been two days," Manta Ray said. "At very least one of them should have come back to say they would be staying longer, especially with all the foals they took with them."

Hurricane glanced away and mulled what they told him over. Sand Dollar and her friends often traveled to Dream Valley on trips to visit the mares living at Dream Castle. Fortunately travel below the waves was as free as ever. However, they were usually day trips, especially now that they took some of the foals. If they were staying longer, they usually let the others know beforehand or sent a message if it was spur of the moment.

Hurricane's mind wandered into what some of the others had told him of the many threats Dream Valley faced. He thought they were pulling his wing. Dream Valley could not be that overrun with monsters and evildoers.

However, with Sand Dollar and the others missing, it was logical to assume foul play was involved. Everyone in Dream Valley could be in danger and might need their help. "Well, if they're not back by tomorrow morning, I'll fly out with Blitz and Jet Streak to see what's going on in Dream Valley. How does that sound?"

"That'll work," Undertow said.

"What about the pirates?" Manta Ray asked.

"We'll just have to risk it," Hurricane said. "Besides, I'm getting tired living my life around those blubbery criminals."

Something faint reached Hurricane's ear. He turned around so his flapping wings were out of the way and listened intently. Her heard it again, just clearly enough to determine what it was. It was someone screaming for help, perhaps two. "Did you hear that?"

The sea ponies strained towards the faint cries.

"I did," Pearl Diver said. "Someone's in trouble."

"Make that big trouble." Undertow pointed at a gray cloud sitting on the water a few miles away. "There's only one cloud like that in the islands."

"Speak of the devil, it's the Dreadtusk," Hurricane said dully. "The pirates must have gotten someone."

"Then we need to get them back. Come on, boys." Pearl Diver dove underwater.

Manta Ray and Undertow hopped out of the water to splash in head first. They followed Pearl Diver under the surface towards the cloud.

Hurricane flew low and behind them. Yet another impromptu rescue operation. Hurricane had been on both ends of too many of them. However, the pirates had not succeeded in holding anyone captive in the year they had plagued the Mangrove Islands, and they would not break that streak on his watch.

* * *

Wind Whistler felt a pit form in her stomach as the crane pulled her and Fizzy level with the deck. It was that sickening feeling you get when you realize you are helpless before the inevitable. The pirates held sabers and machetes in their flippers. Their mouths spread into wide grins of yellowed, crooked teeth. The net stopped as it came to the pulley on the arm.

Snaggletusk gave a cruel chuckle. "Prepare the brig fer our 'guests.'"

"If I was my right size," Honeysuckle grumbled, "I'd blow these pirates to the end of the earth."

"Well you're not," Paradise replied. "It's actually better that we remain hidden. They might not notice us."

"What about getting help from the islands?" Morning Glory asked.

"You wouldn't reach them in time," Galaxy said. "Our only hope is someone was in earshot and can help us. Otherwise…" She paused. "I don't even want to think about it."

"Please tell me you have a plan, Wind Whistler," Fizzy whimpered, practically on the verge of crying.

Wind Whistler bit her lower lip. She did not have one. The only thing at their disposal was the Rainbow of Light, and the pirates' rainbow negated that. Even if they could get free, her wings were soaked meaning she could not fly very fast if at all.

Her mind wandered to their friends trapped in Dream Castle. They had to be so scared and hoping she and Fizzy could pull through. Thinking about them waiting for help that would never come brought her to the brink of tears. For their sakes, she and Fizzy needed a miracle.

A white, pegaus stallion with scarlet hair suddenly flew out of the gray fog. He rammed the crane operator out of his chair and pushed the lever to the opposite position. The crane swung back out to dangle the net over the ocean again.

Wind Whistler watched the pandemonium that quickly consumed the deck. A seal came up from behind the stallion and raised his machete over him in preparation to strike. "Watch out!"

The stallion looked back. He bucked the machete from the seal's flipper and jumped up to catch the blade in his mouth. He flew off the deck and swooped around to the net.

"I'll get you down from there," the stallion said with his teeth clenched around the handle of the blade. He slashed the rope suspending them from the crane. They plummeted into the ocean. However, a giant clam shell lifted them out of the water.

Three sea ponies surfaced in front of them. "Shoo-be-doo, shoo, shoo-be-doo," the purple mare and blue and green stallions sang as was sea pony custom when announcing their arrival and departure.

The three ducked underwater as a net hit the water where they had been. Wind Whistler looked up at the deck from where the net had come from. It was crowded with seals holding nets and ropes.

The mare surfaced. "We can't get them out of here with the pirates throwing nets at us," she said to the pegasus.

"I'll take care of it," the pegasus replied.

He flew back to the galleon and up towards where the black mainsails were attached to the mast. He slashed his machete through the ropes holding the largest of the sails to the mast. The sail fell to the deck and covered a large amount of it as well as just about all the crew.

The pegasus flew back down to them. "Let's get out of here."

The two stallion sea ponies surfaced and grabbed ropes. They and the mare towed the shell away from the galleon.

Wind Whistler looked back to see the giant sail draped over the ship as it rustled from the crew fighting to get out from under it. She heaved heavy sigh in relief. They got their miracle.

* * *

Hurricane landed on a tiny lump of sand that could barely be called an island. The fronds of the single palm tree growing on it stretched out farther than the sand did. However, it was as good a place as any to get the two mares out of the net. Pearl Diver and the others towed the netted ponies to it and pushed the shell up on the sand.

"Are you two all right?" Hurricane asked

"We will be once you have freed us from this net," the pegasus said.

Hurricane turned to the Sand Dollar. "Okay. Pull the top of the net out so I can slash it open."

"Just be careful not to hit them," Pearl Diver said.

Manta Ray and Undertow pulled the top of the net away from the two captives. Hurricane brought the machete down and slashed the top of the net off. He dropped the machete and grabbed the net in his teeth to help the two mares work their way out of it.

"Thank you so much for coming to our aid." The pegasus kicked the net off her back to hoof.

"It was nothing, really. We've done it more times than…" Hurricane got his first good look at the pegasus and just stopped. She was stunningly beautiful along with well spoken. It felt like his heart leapt into his throat as she walked up to him.

"We should probably introduce ourselves," the pegasus said. "I am Wind Whistler and this is my friend, Fizzy."

"Hello," her unicorn companion said.

"Who are you?"

"Me…I'm Hurricane."

"Are you all right?" Wind Whistler asked. "You seem flustered."

Hurricane thought fast for an excuse. "I guess I'm just a little stoked from saving you." He forced a grin. "Nothing like facing down pirates to get the blood pumping." He held his elbow to his chest and felt his heart thumping like crazy.

"I'm Pearl Diver. These are Manta Ray and Undertow."

"Hi. How're doing?" Undertow said. "You two wouldn't happen to be from Dream Valley, would you?"

Fizzy and Wind Whistler opened their mouths to answer. However, they closed them. The two looked to each other and then lowered their heads sorrowfully.

Wind Whistler looked to Undertow. "Yes," she said solemnly. "You are likely asking because your friends have not returned or sent a message to you. I am afraid that is because we were attacked and they are being held captive along with most of our friends."

Pearl Diver gasped. "No."

A tiny white pegasus flew out of Wind Whistler's mane. She was joined by pink and pale blue ponies that appeared to have wings made of gossamer and a pink unicorn winked in at Wind Whistler's feet.

"I'm afraid so," the pegasus said. "A sorcerer shrank us and took over our castle."

"You're telling me this happened to Sand Dollar?" Pearl Diver practically sobbed.

The pegasus gave a solemn nod.

Pearl Diver buried her head in Manta Ray's pale blue chest and wailed. He wrapped his fins around her and patted her back. "At least we know."

"Sand Dollar is Pearl Diver's little sister." Hurricane wanted to bite his tongue for the unfortunate choice of words.

Pearl Diver shot a glare at Wind Whistler and Fizzy. "Why weren't you shrunk?" she asked accusatorially.

"We…we were not there at the time," Wind Whistler answered meekly. "There was nothing we could do."

"We also shouldn't go down the road of what could have been." Hurricane put himself between Pearl Diver and Wind Whistler. He did not know why he did, but he felt the need to protect Wind Whistler from Pearl Diver. "What's done is done. We can't change that. We should concentrate on saving them."

"We are trying to rescue them," Wind Whistler said. "In fact, that is why we have to come to the islands. We are searching for a piece of the Rainbow of Light. We believe those pirates have it in their possession."

"You mean the Drab Arch?" Hurricane asked.

Wind Whistler nodded. "I believe that is what the pirates called it."

"Who were they anyway?" Fizzy asked.

"They call themselves the Pinniped Pirates," Hurricane said with a growl to his voice. "They've been plaguing the islands for more than a year now."

"A year?" Wind Whistler asked. "Sand Dollar and her friends have never said anything about this."

"Most sea ponies don't know what's really going on," Pearl Diver said. "The elders prefer we don't get too involved. Only a select few dare to get as close to their ship as we did."

"Monsoon also didn't want you to know because you might get put yourselves in danger," Hurricane said.

"Monsoon?" Wind Whistler paused. "Right, he is still here."

Hurricane furrowed his brow. "Of course he is. He's only a hundred twenty-seven."

"No, I mean he is still in Ponyland," Wind Whistler said. "I keep forgetting he did not leave with Sprinkles when the last group left."

"He lives on Spell Halt Island…along with everyone else now." Hurricane spread his wings and jumped into the air. "We can take you to him. You can explain what's happened on the mainland, and he can explain what's been going on here."

Wind Whistler leapt into the air and flew after him. Pearl Diver and the others pulled the shell off the mound and towed it after them. Hurricane led them east towards Spell Halt.

He looked down at Pearl Diver. She wore a pained expression. He could only imagine how painful it must be for her. Unless she had left Ponyland, he had to have a sister among the mares living in Dream Valley. However, he had not met them since they were foals. While the mares' plight was saddening, it was not a personal blow to him. However, Pearl Diver always fretted when her little sister and her friends left, and now her worst fears had been realized.

* * *

Wind Whistler flew down to the shell. She glanced to Pearl Diver who looked back at her, scowling resentfully. The expression pierced her deeply. She knew what she had to be going through. Seeing her and Fizzy unharmed while her sister was being held captive must have aggravated her grief.

"Galaxy," Wind Whistler whispered, "can we talk in private?"

"Sure." Galaxy winked out and winked back in on Wind Whistler's head. Wind Whistler fell back to where she believed they could talk without being overheard by the others.

"Galaxy, do think things could have gone differently if Fizzy and I had been at Dream Castle. We were not there because we stayed to visit with the bushwoolies."

"I doubt it. Ribbon's telepathy and my intuition failed to pick up Arachnis' presence and we could not escape. The only difference is you and Fizzy would likely be prisoners with the others."

"I just feel bad for having escaped this. I have often been the one to think of a way out of crises. I cannot help but wonder if I could have stopped this."

"I suggest you don't think about it. Like Hurricane said, what's done is done. We need to concentrate on rescuing them."

"We're approaching Spell Halt Island!" Hurricane shouted.

Wind Whistler looked ahead. They were headed towards a volcanic island. The coal dust gray cone of the volcano was surrounded by sandy beaches and lush jungle. Hurricane descended and landed on the black sand beach, and the sea ponies pushed the shell ashore.

As Wind Whistler landed, Galaxy groaned weakly. "Is something wrong?" Wind Whistler asked.

"I just feel a little dizzy," Galaxy answered weakly.

Honeysuckle and Morning Glory collapsed. "I suddenly feel sick," Honeysuckle grumbled.

"What's happening to you?" Fizzy fretted.

"It's okay," Hurricane said casually. "Their magic is just being blocked. The dizziness and nausea will pass in a few minutes."

"Why would their magic be blocked?" Wind Whistler asked.

Hurricane walked up to one of many bushes covered in pale blue, starburst-shaped flowers. Wind Whistler suddenly noticed he wore a lei made of those flowers around his neck. He held one up. "It's because of these. These flowers are magic and block all other magic. That's why this island is called Spell Halt. No other magic works here."

"But I don't feel dizzy." Fizzy said. She concentrated and a bubble formed in front of her. "And my magic still works."

"I believe it is because of your pendant," Wind Whistler said. "It protects you against harmful magic while letting you use your own. Since these flowers use their magic to dampen all foreign magic, it recognizes it as harmful and is preventing them from dampening yours."

"Huh?" Fizzy asked.

"She said your necklace is protecting your magic," Hurricane said.

"Why…yes." Wind Whistler was surprised Hurricane understood her immediately. Even most of her friends were still confused by her choices in vocabulary at times. It was not that she wanted to confuse them, but when she was excited or not thinking about it she would use more complicated words than needed. "You understood that?"

Hurricane put down the flower and shrugged. "Of course. I actually like your liberal use of vocabulary."

Wind Whistler felt her heart quicken at hearing this. This was the first time she had been complimented on her vocabulary. There was also something about Hurricane that made her feel strange.

Hurricane walked towards a path through the jungle. "Monsoon's place is at the foot of the volcano. Come on."

Paradise, Honeysuckle, and Morning Glory flew into Fizzy's mane. Fizzy trotted after Hurricane and Wind Whistler followed them.

Wind Whistler looked ahead to Hurricane. Why did being around him stir these strange feelings in her?

She tried to get her thoughts off it. She concentrated on her curiosity concerning the flowers. She had never heard of true plants with magical power. She walked close to the bush and sniffed a flower. She was greeted by a very weak, but sweet fragrance.

"An interesting species," Wind Whistler said.

"That's easy for you to say," Galaxy groaned. "It's not making you sick."

"Hurricane said you'll be fine any minute," Wind Whistler replied.

"There's Monsoon's place," Hurricane said, interrupting their conversation.

Wind Whistler looked up and saw he and Fizzy were several paces ahead. Hurricane pointed his front leg around a corner. Wind Whistler trotted to them and looked around the bushes and palm trees to where he pointed.

An open air structure made of bamboo poles sat at the base of the cone. Solar panels sat on the green palm fronds making up the roof and woven panels made half walls around it. The whole structure sat on stilts with a gangplank leading up to it.

There were quite a few pegasi inside. Wind Whistler recognized Contrail and Jet Streak as they were Heartthrob and Lofty's mates respectively and visited Dream Valley frequently until a year ago. There were also their sons who looked like smaller versions of them. The others were strangers, or at least she did not recognize them as adults since they were foals when they were last in Dream Valley.

Hurricane tapped his hoof against his forehead. "That's right," he said under his breath. "We're having a meeting this evening. I completely forgot."

"It is a fortunate happenstance for us," Wind Whistler said. "We can talk to all of them at once."

"That doesn't help the fact I'm late." Hurricane sulked up the gangplank to the hard wood floor.

"It's not like you to be the last one, Hurricane," Jet Streak said.

"I'm sorry, but I picked up a couple guests along the way," Hurricane replied.

Wind Whistler walked up the gangplank behind Fizzy. She looked around cabana. There were several round, wooden tables arranged around the floor. Multi-colored lights wrapped around the posts and rafters twinkled to give it a rather hackneyed feel.

A mint green pegasus with teal hair walked out from behind a bar in the corner. He was much older than the others, easily older than a century. He had slight wrinkles around the corners of his lips and eyes. Wind Whistler recognized the only pony alive during the Fall still in Ponyland: Monsoon.

"This is an interesting twist. Usually we go see the mares, not the other way around." His gravelly voice only confirmed what she already knew.

"Salutations, Monsoon," Wind Whistler said.

"Let me guess," Monsoon said abruptly. "Little Weather Vane."

"That is correct," Wind Whistler said.

Monsoon smiled and chuckled gently. "I knew it. You were such an intelligent and well spoken little filly."

"That means you're my twin sister." A gray pony with dark blue hair stood up and walked up to them. "The name's Strom Rider, formerly Windbreak Junior."

"I pleased to meet you," Wind Whistler replied. Although he was practically a stranger to her, she was happy to meet her twin. "I am glad to see you are doing well. It is too bad Mother and Father are not here to see our reunion."

Strom Rider shrugged. "Yeah. Too bad."

Monsoon looked to Fizzy. "And who is this?"

"I'm Fizzy," Fizzy answered.

"She was not born yet when you last visited Dream Valley," Wind Whistler added.

Monsoon frowned, but in a jokingly way. "Now you're making me feel old. That was Sprinkles' one hundredth birthday."

"Birthday," a voice squawked.

Monsoon flinched and glared up at a red McCaw parrot perched on a rafter. "Birthday, birthday, that was Sprinkles' birthday," the bird squawked.

"Shut Up, shut up!" Monsoon snapped.

"Why did you tell the parrot to 'shut up' twice?" Wind Whistler asked.

"Shut Up is his name," Monsoon grumbled.

"Actually, we've told him to shut up so often he thinks that's his name," Contrail said.

"Shut up," Shut Up said.

A hushed wave of chuckles made its way through the cabana.

Monsoon grimaced at the bird before turning his attention to Wind Whistler again. "Anyway, what brings you out to the Mangroves? I doubt you came all the way out here to catch up."

Wind Whistler felt her heart sink and her body slouch like a deflating balloon. For a brief moment, she had forgotten the dire quest she and Fizzy were on. "I am afraid it is terrible news. A sorcerer called Arachnis the Captor and his horde of arachnids have captured almost all the ponies living in Dream Valley and Flutter Valley. He shrank everyone except Fizzy and myself."

"This is a joke right?" A bright orange pony forced a laugh but stopped when he collected the glares of everyone else.

"See for yourself." Wind Whistler put her nose in front of a table so Galaxy could jump off her head and onto the tabletop. Paradise, Honeysuckle, and Morning Glory flew out of Fizzy's mane to join her. There was a collective gasp as everyone stared wide-eyed at the tiny mares.

"Is there anything we can do to save them?" a white pegasus colt with lavender hair, Contrail's and therefore Heartthrob's son, asked. He looked at Wind Whistler with a worried expression.

Wind Whistler nodded. "There is something we can do, and Fizzy and I are doing it right now. We have come here looking for a piece of the Rainbow of Light which can defeat Arachnis and restore everyone. However, we believe it is in the hands of some pirates who call it the Drab Arch."

"The Pinniped Pirates," Monsoon said sternly. "Those blasted seals and their orthodontic nightmare of a captain are the reason we no one has been to Dream Valley in a year. Anyone trying to leave the islands through the air has been intercepted and forced to turn back."

"They tried to capture us on the way here," Fizzy said. "If it wasn't for Hurricane, we'd be in their brig headed to who knows where. Where did they come from?"

"We're not sure where they came from, but they were a minor nuisance to start with. However, they obtained the Drab Arch and suddenly became a threat." Monsoon held up the lei he wore around his neck like the others. "We made these leis from the magic flowers on this island to protect us from it. However, while they protect us from it directly, it doesn't protect us from non-magical hazards it causes. They've effectively cut us off from the mainland and forced us all to live on this island."

"I wonder how it lost its color," Paradise mused allowed.

"It is possible the pirates' evil intentions have corrupted it and the loss of color is a manifestation of that corruption," Wind Whistler said. "Though, how did they find it in the first place?"

"There are stories of a treasure hidden on one of the islands," Monsoon said. "They might have scrounged around for something to use against us and found it."

"That's terrible," Fizzy said. "But what do they want with ponies?"

"From what we can tell they're slavers," Monsoon said. "They want to capture interesting creatures and sell them to highest bidder for whatever purpose they have in mind."

"Perhaps we can help you with them." Wind Whistler held up the rainbow locket around her neck. "We have already found one piece of the Rainbow of Light. We might be able to use it to take the other from the pirates."

Monsoon bobbed his head as he thought about it. "It's worth a shot. Those in favor of taking the fight to the pirates yell 'yea'."

A unanimous and enthusiastic chorus of "Yea!" resounded through the cabana.

"We must do it as soon as possible," Wind Whistler said. "Time is of the essence."

"Then we attack at dawn and end this once and for all!" Monsoon shouted to the cheers of the others. "In the meantime, let's prepare with a good meal and good night's sleep."

* * *

Paradise felt her mouth water at the sight before her. Dinner was a smorgasbord of tropical fruits. To her delight, this included honeydew melon. The sweet, green fruit was her favorite. She ate her fill which was probably less than she would have eaten in a single bite at normal size.

"One advantage to being small is you don't eat as much." A relatively loud belch suddenly escaped from her throat. She blushed. "Your belches are also less noticeable. Excuse me."

"I guess you're right," Galaxy said distantly.

"Is something wrong?"

"I just feel vulnerable without my magical powers. I guess you don't realize how much you depend on them until they're gone."

"I'm afraid I can't say I know how you feel, but at least we're with friends."

Paradise happened to let her eyes wander to Wind Whistler. She sat quietly at a table in the corner. Hurricane carried a plate piled with an assortment of colorful fruits to the table and set it down in front of her.

"Here you go," Hurricane said.

"Thank you," Wind Whistler said. "Would like to join me?"

"Thanks." Hurricane sat down next to her.

Hurricane looked around the cabana. "It's been a while since spirits have been this high around here. We had just about given up hope of getting those pirates out of our islands. Some of us were planning to leave and find a new home on the mainland."

Wind Whistler swallowed a piece of cantaloupe. "We are always glad to help those in need whenever we can. You should have let us know. We could have dealt with them."

Hurricane shrugged. "Maybe. You were caught flathoofed by them."

Wind Whistler looked to Hurricane. "We were fortunate you heard us. If it was not for you, who knows what would have happened to us?"

"Don't make a big deal out of it." Hurricane turned away from Wind Whistler and pawed the floor. His mouth bent into a screwed up grin. Paradise could swear she could see his cheeks redden under his white coat. "I just do what needs to be done."

"I have to admit I found it very dashing," Wind Whistler said.

The two looked at each other. Paradise was shocked at what she saw as a sparkle seemed to come to Wind Whistler's eyes. Wind Whistler of all ponies had fallen in love at practically first sight? Paradise felt anticipation swell within her as they drew closer.

Wind Whistler blinked and the sparkle was replaced with wide-eyed shock. "What am I doing?" She practically jumped to her hooves and galloped out of the cabana.

Hurricane looked around with a confused expression. "What, do I have bad breath?"

Paradise felt like the proverbial chair had been pulled out from under her. She planted her hoof on her face and sighed. She should have seen this coming. She flew after her. "Wind Whistler, come back."

* * *

Wind Whistler ran until she came to the end of an outcropping of volcanic rock jutting from the sand. The red sun was just starting to touch the ocean as it would soon disappear over the horizon. It seemed as good a place as any to be alone with her thoughts. She sat down and sighed.

That was what she was feeling. She was attracted to Hurricane, and she got the sense he was attracted to her. Having never met an eligible stallion her age before, she was unsure at first. However, she knew all too well now.

Wind Whistler heard Paradise sigh. "Ah, l'amour." She landed on Wind Whistler's forehead and slid down her nose.

"Stop it." Wind Whistler shook her head to make Paradise to fly off.

"Just feel lucky Heartthrob isn't here. She would be gushing like a dam break seeing you like this."

"But it is illogical." Wind Whistler stared out at the sinking sun. "My friends are being held captive and are counting on me to find a way to save them. A gang of pirates has a corrupted piece of the Rainbow of Light we must obtain. All this is happening, and I am thinking of something as frivolous as love and with someone I've only just met?"

Paradise perched on Wind Whistler's nose. "Whether you like it or not, you are not a being of pure logic. You also have emotional needs."

Wind Whistler coughed a tiny laugh. "Emotions. I have never been one to express my emotions freely or give in to sentimentalism. The truth is I do not because I am afraid of them. I would rather face a wall of incoming magma than my own feelings. The magma follows a set of rules so I can predict its behavior. Feelings on the other hand have a habit to breaking all the rules, and I fear they will lead me wrong."

"It's not that feelings break the rules, but rather the rules are more complicated," Paradise said. "It's actually natural seek companionship in a crisis like this."

"I guess I am also afraid to pursue this further only to discover it was a momentary infatuation with my rescuer," Wind Whistler said.

"You won't know unless you try," Paradise said. "He seems kindhearted and understanding. Get to know him and let him get to know you. I personally think you two make a great couple."

Wind Whistler managed a small grin. "I guess you are right."

"That's the spirit." Paradise flew up and sat in Wind Whistler's mane. "Now, go back in there and tell him your feelings."

"I do not think I will be so blunt." Wind Whistler stood up and walked back to the path. "I think he likes my reserved personality. Going into it too abruptly might frighten him, so I will take it slow."

"Oh, Wind Whistler."

* * *

Buttons glanced out the window again. Twilight had faded completely. The sky above the courtyard was black and studded with twinkling stars.

She turned to Ribbon. "Is it safe yet?"

Ribbon's horn glowed. "Yes. Those who didn't leave are asleep."

"All right, here we go." Buttons pointed her horn towards the key hanging on the hook next to the door. She concentrated and her telekinetic powers surrounded it. While telekinesis was a power all unicorns had, she had a more powerful version as her personal magic allowing her to lift more than her own body weight. At their diminished size, only she had a chance of brining the key to them.

Once the key was completely in her control, she willed it to rise and it slowly began to lift off the peg. It was heavy as its full weight came on her power. She spread her legs farther apart to brace herself and strained to keep it from dropping. "It's so heavy."

"Just get it to the sill," Magic Star said. "Then you can just drag it along."

Buttons pulled the key towards them. When it was well above the sill, she released it. The key hit the sill with a louder clang than Buttons was hoping for. She clenched her teeth as the echo resounded through the room.

"Are you okay?" Ribbon asked.

"I just need a second to recover." Buttons panted as she tried to catch her breath and gather her strength. "Did we wake anyone?"

"No."

That was all Buttons wanted to know. She again grabbed the key with her power. It was easier to drag it up to the cage. She released it when Spike grabbed its ring and picked up the key itself. "I got it."

He and Megan slid it into the padlock on the cage door. Sundance and Truly slid a pin through the hole in the key so they could help turn it. All four twisted the key until the lock popped open. Whizzer and Lofty slid the loop of the lock out of the door and pushed the door open.

Ribbon took a few cautious steps outside. Her horn glowed and she swept it from side to side. "It's safe."

"All right, we'll get the sea ponies." Megan mounted North Star and Spike mounted Lofty.

The pegasi and flutter ponies flew down to the tub the sea ponies were in. Because they could not move on land, the arachnids had left them there. The fliers hovered over the water so the adults could hop onto the backs of the adult pegasi and the foals could hop onto the backs of the pegasus foals and flutter ponies.

Buttons winked out and winked back in on the floor. The other unicorns materialized in shimmering sparkles around her.

"What about the earthlings?" Gusty asked.

"Actually, we are so small and light, they could possibly jump and land unharmed due to the decrease in our terminal velocity," Peach Blossom replied. "However, we can further cushion their fall using your wind magic and our Utter Flutter."

"Uh…right," Gusty said.

"Hold tight, little ones," Rose Dust said to the sea pony foals on the flutter ponies' backs. She then instructed the other flutter ponies, "Shift to Utter Flutter."

"But only enough to cushion their fall," Peach Blossom added.

The four ponies began beating their insect-like wings faster and faster. They reached a speed where they were producing wind that hit the ground and was deflected upwards. Gusty added her magic and twisted it into a vortex.

* * *

Magic star looked down at the vortex. Utter Flutter gave a shimmering affect to the air so she could see it. "Nice thinking."

She turned back to the others. "Gusty and the flutter ponies have made a vortex to cushion our fall. We'll go down one by one."

"Are you sure it's safe?" Shady whimpered.

"It's safer than waiting around for one of those eight-legged freaks to come by for a midnight snack," Lickety-Split replied.

"I'll check it out." Gingerbread leapt off the sill and into the vortex. The vortex slowed her descent and she gently planted her hooves on the floor when she reached it.

Magic Star heaved a sigh of relief. "Okay, foals next."

The three foals lined up at the edge. Little Sundance jumped first. She cheered as she slowly descended to the floor. Little Shady followed her and Little Lickety-Split then made her jump.

"Who's next?" Magic Star asked.

"I'll go," Lickety-Split said.

"All right, Sweet Stuff will go after you. Then Sundance, then Posey, then Cherries Jubilee, then Truly, then Shady, and I'll go last."

In the order Magic Star gave, the adults made their jumps. All of them landed safely. It was Shady's turn, but she took one look over the edge and backed away trembling.

"I can't do it," she said. "It's too high."

Magic Star sighed. She knew Shady would be frightened. That was why she chose to go last. "How about we make our jump together?"

Shady gulped. "Okay…I guess."

The two walked to the edge. "On the count of three," Magic Star said. "One, two, three."

The two jumped off the sill and into the vortex. The wind caught them and slowed their descent like the others. Magic Star felt like she was going in slow motion. The wind whipping through her mane and tail made her feel like she was in freefall, but the floor came closer very slowly. They finally reached the floor and Magic Star planted her hooves on the ground. Gusty and the flutter ponies ceased their magic and the vortex disappeared.

"That wasn't so bad now, was it?" Magic Star said to Shady.

"We're out of the cage and off the sill," Gusty said. "Now how do we get out of this room?"

"Leave that to us, darlings." Heartthrob flew up to the door handle with Whizzer, Masquerade, and Surprise following her. They undid the deadbolt and jumped on the handle to pop it open. The door opened slightly and Magic Star wedged her body into the narrow crack. Others helped her push it just wide enough so they could get through comfortably.

Magic Star quietly stepped out into the darkened courtyard. The night was quite warm and sticky. The humidity hit her like a wall as she left the air-conditioned interior. In the almost non-existent light, she made out the faintest image of Strike next to the door. A muffled snore came from his mouth.

Magic Star looked back to the others. "He's asleep," she whispered. "Let's go."

Everyone filed out and crept as quietly as they could past Strike. Peach Blossom stopped and looked at the giant scorpion's stinger.

"What is it, Peach Blossom?" Rose Dust asked in a whisper.

"Arachnis said the venom Strike injected into the witches protects them from his shrinking magic," Peach Blossom whispered. "I wonder if it could hold the key to restoring us to normal size as well."

"I am afraid we are in no position to investigate," Rose Dust said. "Come on. The others are waiting."

Magic Star watched as everyone slipped past Strike and jumped down the stairs into the courtyard. She followed Peach Blossom and Rose Dust to bring up the rear. The hardest parts of their escape were now hopefully behind them.

"Aside from Strike, the courtyard is abandoned," Ribbon said.

"Then we just have to make it to the far wall," Megan said.

The far wall was only discernable by where the stars ended. The arachnids had left no lights on and the moon had not yet risen. Fortunately, the courtyard was completely open, and with no one around they simply had to walk forward.

"Could it be any darker?" Surprise asked rhetorically.

"At least we can't be seen," Sundance said.

"Actually, arachnids have a very effective night vision," Peach Blossom said.

Shady gulped. "Now you tell us."

"Fortunately they can't read minds," Ribbon said.

"At least we hope they can't," Gusty said.

They came to the far wall. Megan felt the bottom until her hand passed through it. "Here it is."

"Here's what?" Lofty asked.

"It's a drainpipe," Magic Star said. "Rainwater empties out of the courtyard through it into the stream. At normal size, they're barely noticeable."

"However, at our current size we can slide down them to escape." Megan disappeared down it.

The others followed. Magic Star again waited until everyone disappeared into the dark pipe before jumping in herself. The pipe sloped down and emptied into the stream. She fell out into the cold water below with a splash. She swam to the surface and saw the other earthlings and unicorns bobbing in the water with her. The pegasi and flutter ponies hovered over them as the stream carried them.

They swam to the opposite shore and pulled themselves out of the water. Magic Star shook the water out of her coat once she was on dry land. It actually felt good to get wet on this sticky night.

"Being small isn't all that bad," Little Shady said, giggling. "We can ride in whirlwinds and slide down drain pipes. It's actually a lot of fun."

"It won't be fun if we get caught," Lickety-Split said.

"I also have a feeling there are going to be storms before morning," Gusty said. "I for one don't want to know what a thunderstorm would be like at this size. We need somewhere to hide."

Magic Star pondered this for a couple seconds when Megan said, "How about my home?"

"Are you sure it's safe?" Shady asked.

"It's safer than here, and it's the one place Fizzy and Wind Whistler would think to look for us and Arachnis wouldn't," Megan replied.

"But the only way to get there is by flight," North Star said.

"I might have a solution for that." Rose Dust disappeared into the darkness with the other flutter ponies. A few seconds later they returned carrying a huge catalpa leaf. "We can carry everyone on this."

"Good thinking." Megan climbed onto the leaf with the others.

"Are you sure you can carry all of us?" Gusty asked.

Peach Blossom nodded. "In our miniaturized state, we can actually carry relatively more as our volume and apparent weight have decreased by an additional factor than the surface area of our wings."

"I'll take that as a 'yes'," Gusty said.

The flutter ponies and pegasi grabbed the edges of the leaf and lifted it off the ground. They then flew towards the nearby waterfall and rainbow that served as a bridge between Dream Valley and Megan's horse ranch. As they departed, Magic Star took one last look at their home which they had to abandon. Hopefully, they would return to retake it soon.


	7. Chapter 6:  Those Little Victories

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

Wind Whistler blinked her eyes open. She picked up her head and her bed suddenly swayed as her weight shifted. She was startled by this before remembering her "bed" was a giant banana leaf tied between two palm trees.

She looked around at the palm grove. The orange sun was just about to finish its emergence over the horizon. She had hoped to be up before dawn like usual, but it came earlier in these eastern islands.

She looked up at the sky. It was salmon in color. Everything was tinted red. Wind Whistler immediately thought of the old saying, "Red sky in morning, pegasi take warning." The red dawn meant storms were in the near future.

Wind Whistler fluttered out of her banana leaf hammock. They other leaves were empty except for Fizzy lying in the one next to her. Fizzy had that same sweet smile she had the morning before. Wind Whistler could only imagine the wonderful world she was in. She decided to let her sleep and enjoy it. She would not be coming with them for this battle.

Wind Whistler walked into the cabana. She could feel the tension in the air, like electricity waiting to spark. Everyone seemed to be waiting for something. Even Contrail Junior and Jet Streak Junior pawed at the floor impatiently.

After the feast last night, breakfast was very light. This was a classic tactic for pegasi when getting ready for fights. The dinner provided energy reserves while the light breakfast kept them from being weighed down by digestion.

Wind Whistler walked up to Hurricane sitting at his corner table. "Can I sit with you?"

"Sure." Hurricane moved over to make room for her.

Wind Whistler looked around the cabana. "Are you waiting for something?"

"Blitz is scouting the status of the pirates," Hurricane answered. "When he returns, we'll get ready to head out."

Wind Whistler sighed. "I will be glad when this is over. It is disconcerting to think a piece of the Rainbow of Light could be turned to evil. The Moochick did not exaggerate when he said this will be a very difficult task."

"After we've dealt with the pirates, Monsoon said we'll help look for the remaining pieces as well as recruit any other ponies still out there and warn them about Arachnis," Hurricane said. "You and Fizzy don't have to go it alone."

"Thank you." Wind Whistler felt relieved to know more would be joining their cause. The challenge ahead of them seemed staggering for just two ponies, but now they had a virtual army. She did not want to get ahead of herself, though. They needed to clear this hurdle first.

Hurricane let his eyes dart around as if he was trying to collect his thoughts. "I know this sounds sudden, but can we talk about last night?"

Wind Whistler felt her heartbeat quicken. It was a discussion she had hoped to avoid. As illogical as it might be, she was attracted to him. She actually felt a little embarrassed this was happening to her. It also seemed inappropriate to discuss such a matter at a time like this. Perhaps she could deflect the conversation off the issue. "What about it?"

"I know we just met each other, but do you think…" Hurricane paused for a moment. "Do you think there might be something maybe possibly a little…romantic developing between us?" He said "romantic" in a whisper as if he did not want it to be heard.

So much for deflecting the conversation. Wind Whistler thought out her response carefully. "I…I suppose it is possible. We are of the age when ponies look for mates. If not for the pirates, you might have come to Dream Valley by now, and…" She heaved a sigh. She might as well not try to hide from it. "To be direct: yes. Even though I just met you, there is something about you that makes me want to be with you."

"Good. I'm glad I'm not the only one. I want to be with you too."

Without thinking, Wind Whistler leaned against Hurricane and rested her head in his soft mane. It felt like a huge burden had been lifted off her back. She took comfort in being near him.

That comfort was immediately shattered by the collective "aw" from the audience Wind Whistler forgot they had. She sat up straight and both looked away from each other. This only got laughs from the others. Wind Whistler's cheeks got hot as she blushed.

"All right. Leave the love birds alone," Monsoon said.

"Love birds," Shut Up repeated.

Monsoon scowled at the parrot. He turned his attention to the others. "We have more important matters to attend to."

Fizzy walked into the cabana. "Hi, everyone."

"Hi," a couple ponies said.

"You just missed Wind Whistler and Hurricane confess their love for each other," Contrail said mockingly.

"Oh." Paradise flew out of Fizzy's mane. "I wanted to be here."

"It was nothing as dramatic as that," Wind Whistler said. Her cheeks got warmer.

She decided to get her mind off it by taking a quick survey of the cabana now that Fizzy had arrived. Aside from Blitz, everyone was now there. They just needed their scout to return.

Blitz suddenly swooped into the cabana. He had to have one of the loudest color schemes Wind Whistler had ever seen on a pony. He had iridescent eyes like Fizzy that looked like diamonds as well as a mane and tail that were four colors. However, his were bright red, yellow, green, and blue against his pale gray coat. Ironically, it was his haunch mark that was the least eye-catching as a simple yellow lightning bolt curved into an arch.

Everyone fell silent as he walked up to Monsoon. They all gave him his full attention. Wind Whistler felt the tension begin to build again. The time they had been waiting for had come.

"I found the pirates. I started where Hurricane had encountered them and started a spiral search pattern. Since they were without their mainsail, they couldn't have traveled to far from that location. They had taken shelter in the northern cove of Proximity Island. They've turned off their fog machine and seemed to be in the process of reattaching their mainsail. However, when the dawn came with a red tint, they dropped anchor and began securing their ship for storms." Blitz's speech as was very hurried, giving Whizzer a run for her money in terms of the fastest talker Wind Whistler had ever met.

"Then we have them," Monsoon said, stomping his hoof.

"Yeah, but their hunkering down for storms," Jet Streak said. "We should do the same."

"We can't let this opportunity pass us by," Monsoon said. "Don't forget, this isn't just about the pirates anymore. Those arachnids have captured Dream Castle and the ponies living there. They may also be spreading into other regions of Ponyland in search of others. We cannot afford to wait any longer."

Everyone glanced around the cabana. One by one they gave their nod.

"Then we head out within the hour," Monsoon said.

* * *

Arachnis opened the door to the room he had made his sleeping quarters and was hit by a rush of cold, wet air. A driving rain fell from a blanket of gray clouds. The courtyard was understandably empty aside from Strike sleeping in front of the door where the ponies were locked up.

As Arachnis walked towards the door he noticed the door was cracked. He broke into a run and practically jumped over Strike to the door. He pushed the door open and stepped into the room. His gazed immediately fell on the cage. It was empty and the lock was sitting next to the door with the key in its hole.

He picked it up and thought. Did the ponies escape or did someone get greedy?

He glanced to the tub where the aquatic ponies were. They were also gone. Besides him and Strike, no one could have reached them. The ponies must have escaped during the night.

Arachnis clenched his fist around the lock. He could feel the metal device collapse in his hand. He threw it against the wall and stormed out of the room. In almost one motion he stepped through the doorway and kicked Strike off the stoop. "Get up!"

Strike opened his eyes. "Ow." He rubbed his side. "What?"

"They're gone!"

Strike slowly stood up on his legs. "Who are?"

Arachnis grabbed Strike and brought him up to his face. "The ponies, you idiot! The ponies have escaped!" He threw Strike to the ground. "You were supposed to be guarding them!"

Strike landed on his back. He flipped over and stood up. "They were in a cage on a sill in a locked room." He yawned. "I thought they were secure."

Arachnis felt the urge to kick Strike again. However, that would not solve the problem. He shouted, "Everyone, get out here!"

Spiders and scorpions poured out of the doors and windows. The courtyard quickly went from abandoned to crowded.

"The ponies have escaped!" Arachnis announced.

A chorus of hushed conversation rose from the crowd. "I told you we should have eaten them when we had the chance," a spider said loudly enough to be heard.

Arachnis replied by throwing a bolt of lightning into him. "If I wanted your opinion, I would have asked for it."

He ceased his lightning and grimaced at the crowd. "Find them. They couldn't have gotten far. I don't care if you have to tear this valley apart, I want them back here and alive."

The spiders and scorpions crawled towards the drawbridge. The bridge lowered and they crossed it to spread into the valley. Arachnis gnashed his teeth as he watched them leave. They would find them. The ponies could not have possibly gotten out of the valley over the course of one night.

* * *

Magic Star watched their carriers. The pegasi and flutter ponies panted and wheezed as they carried the others on the catalpa leaf. A trip that took a few minutes at normal size took all night. Even Whizzer and Surprise, who seemed to never run out of energy, were gassed from flying for so long and helping to carry the leaf.

Fortunately, the "rainbow" was actually a magical bridge linking Dream Valley to Megan's ranch and not a real rainbow. It was there all the time and in any weather. That meant they could cross over during the night and not wait in the wilderness for morning. They also beat out the storms Gusty predicted and were in fact looming over the horizon when they reached the rainbow.

They had just come over the crest when the fliers set the leaf down. The rainbow was also a solid arch giving them a chance to rest.

"I'm afraid that's about all we can give you." North Star panted and the others were just as exhausted.

"That's okay." Megan petted North Star on her head. "We can slide down from here."

"Suits me just fine. I've always wanted to do this." Gusty leaned back and threw herself forward into a full gallop. "Kowabunga!" She jumped off her hooves and slid down the rainbow on her belly.

"Me too. Kowabunga!" Baby Gusty followed her mother.

"I'm not going to say that word, but here I go." Buttons took a couple of cautious steps before slipping down after them.

The others followed. They all slid down the rainbow to its bottom in the middle of the ranch Megan's family owned. They rolled off and landed in a thick patch of grass. The soft leaves cushioned their landing. They leapt off the leaves and onto the ground.

Magic Star looked around the area. The pegasi had been to the ranch multiple times to pick up and drop off Megan. However, it was the first time she and the other earthbound ponies had been here. It was nothing too special: a white farmhouse with a red shingles and a stable of the same color scheme surrounded by green pastures. A few horses wandered around the sprawling property. They occasionally bit at clumps of grass or let out a whinny. A couple suddenly broke into a gallop like they decided right then and there to have a race.

Of course, they were getting the perspective of being less than an inch tall. The grass and toadstools towered above them along with the fence posts which were the size of towers. The dirt road near them was as wide as a plain with ruts filled with water as big as rivers. For the first time she really got a sense of just how small they were.

Magic Star turned her attention to what her other senses told her. The air was cool and moist. It also held the odor of horses. Megan had told her equines in this world were not intelligent which was why she was shocked when she first met them. Apparently, they were not very hygienic either.

"So, this is your place," Gingerbread said.

"Yup." Megan inhaled a deep breath through her nostrils. She seemed to take more pleasure from the smell that Magic Star did. "We can get into the house and find some place for the sea ponies. Then we'll wait until Fizzy and Wind Whistler come for us."

A dewdrop suddenly fell on Sweet Stuff, instantly drenching her. She shook the water off. "I'm all for getting inside. Being outside like this makes me nervous."

"Don't worry." Surprise took to the air. "There's nothing dangerous around here."

She was not looking ahead and got caught in a web stretched between two fence posts. She struggled against the net of silk but only managed to get more tangled. She also attracted the attention of the garden spider that had spun it as she crawled out of her hiding place in a hole in one of the fence posts.

"Help me!" Surprise screamed. "The arachnids are already here!"

"It's not one of the marauders," Megan said. "It's just a normal garden spider."

Surprise stopped struggling. "Oh…okay."

"It's not okay. She's still going to eat you." Gusty pointed her horn at the web and blasted a gust of wind at it. The flutter ponies joined in and blew Surprise out of the web before the spider could reach her.

Surprise steadied herself once she was free and flew back to the group. The spider quickly crawled back into her hiding place.

"I guess there are a bunch of dangerous things around here when you're tiny," Surprise said.

"Just feel lucky we don't have any cats on the ranch," Megan said.

Magic Star looked up warily at the sky. There was thankfully nothing overhead. Spiders and cats were not their only worries. At this size, they were at the absolute bottom of the food chain. "Let's get to the house as quickly as we can. If our trip over the rainbow is any indication of the kind of pace we can manage, we're going to be out in the open longer than I want to be as it is."

* * *

Snaggletusk sat at the helm and watched his crew secure fixtures on the ship. With his ship disabled and storms on approach, the best they could do was hunker down and ride out whatever the weather threw at them. The dark clouds were already building on the western horizon. Fortunately, they were able to reach a sheltered cove.

He cursed that blasted pony. Not only did he cost them those two they had caught, but he dared to cut down their mainsail with one of their own machetes. Well, the equines would all soon pay for his insolence.

A seal flopped up the steps to the helm. "We've battened down everything that can be battened down, Cap'n."

"Excellent," Snaggletusk said. "We'll ride out this bit of dirty weather and complete repairs. Then, we'll teach those blasted ponies fer making fools of us. I'm sick of sitting waiting around here."

"Pegasi are approaching from the east!" the lookout in the crow's nest shouted.

Snaggletusk grabbed his spyglass and pointed it east. Several pegasi were headed for them in a flying "V" formation. He chuckled. "We might get the chance sooner than I thought."

* * *

Wind Whistler and the others stopped off the Dreadtusk's port side. "Snaggletusk, I want to speak to you," Wind Whistler shouted.

Snaggletusk flopped to the side of the ship along with several seals. "What do ye want?"

"The item you call the Drab Arch is in fact ours. I demand you return it and leave these islands forever."

Snaggletusk slapped the railing and laughed loudly. "That's a good one, lass. I don't think ye understand. We be pirates. We take loot. We don't give it back."

"Then I will take it from you by force." Wind Whistler touched the rainbow locket around her neck. It burst open and the Rainbow of Light streamed out of it. She felt it connect to her as it behaved based on the locket bearer's feelings.

"Arr. So ye have a rainbow of yer own? Then let's see whose is better." Snaggletusk opened his and the Drab Arch burst from it.

The two struck each other with a thunderous explosion. Having only ever seen one Rainbow of Light, Wind Whistler had never seen what it would be like if two fought against each other. Yet it was something she was about to witness first hand.

There was also the wall of dark clouds taking up the entire western part of the sky. The red sky had warned of bad weather this morning. A squall line was heading straight for them.

It was another factor that could play into the battle as the Rainbow of Light could affect the weather. The magic being released could increase the storms' severity.

The two rainbows swooped and spiraled around each other. They looked like snakes as they struck at each other. Each hit threw out white sparks and made a thunderous crash that rattled Wind Whistler's ribcage when they were close as the air literally exploded from the collision.

The wall of clouds loomed over them. A blast of cold, wet wind preceded them, whipping the seas into frothy waves. Wind Whistler had to fight against the sudden gust to keep from being blown away. The pirates also grabbed anything as even the cove was stirred into white caps by the gust.

Wind Whistler was caught between concentrating on the battle and keeping herself steady. The Rainbow of Light suffered from this as the Drab Arch struck at it several times while it could barely turn.

"What are you doing?" she heard Jet Streak suddenly ask. "You'll be completely unprotected."

"It might disrupt the Rainbow of Light," Hurricane answered.

Wind Whistler felt something brace itself against her side. She looked to Hurricane leaning against her without his lei.

"I'll keep you steady," Hurricane said. "Just concentrate on the Rainbow of Light."

"Thank you, Hurricane." Wind Whistler focused her faculties on the Rainbow of Light. The Drab Arch came in for another strike, but the Rainbow of Light dodged it and delivered a blow as it passed by.

The clouds quickly spread over them. Torrents of rain plummeted onto them. Lightning arced through the clouds and thunder roared. It was terrible weather for pirates and ponies alike to be out in the open, but they had become transfixed by the fight between the serpents of color and gray. Even the lightning went straight for them.

"How are you holding up?" Hurricane asked.

"Pretty well considering," Wind Whistler replied. "What about you?"

"Are you kidding? I'm watching two rainbows fight in a thunderstorm. How many can say that?"

The two rainbows headed straight for each other. They crashed head on into each other. They struggled to push each other back. The Drab Arch gained color at its front while the Rainbow of Light lost color.

Wind Whistler noticed the violet color of her rainbow locket was fading in and out. The two rainbows were trying to exert their locket bearer's will on the other. It had now become a fight between her and Snaggletusk.

That was when inspiration struck. She willed the Rainbow of Light to disengage. It then wrapped itself around the Drab Arch. It enveloped the corrupted rainbow and burst into brilliant ball of light.

It was hard to tell, but Wind Whistler saw Snaggletusk's locket turn blue. The ball of light faded to two brilliant, colorful rainbows. They curled around each other in a double helix across the sky. The winds died down and the clouds brightened slightly while still producing a drenching rain.

Wind Whistler heaved a sigh of relief. She was victorious.

"NO!" Snaggletusk pounded the railing. "Ye can't do this to me! I'm yer master! OBEY ME!"

One of the rainbows swooped down and hit him his bulging gut. He dropped the blue locket and the rainbow grabbed it. It flew back to Wind Whistler and placed the locket around her neck.

"Thank you, Rainbow of Light," Wind Whistler said.

"ARR! YE CAN'T DO THIS TO ME!" Snaggletusk roared.

The rainbows flew around the pirates' ship. They dove into the water on either side of it and burst up through the deck. One sliced the center mast. The huge tower of wood fell to the side and crashed through the hull under it. Everyone scattered to keep from being crushed. The other twisted the cannons into useless hunks of metal and threw the shells on the deck in the ocean. The ship began to sink and disintegrate as the rainbows tore apart its hull and crushed the equipment onboard. The seals dove into the sea as their ship was reduced to flotsam.

Snaggletusk popped up on the surface. Monsoon flew down to him and Wind Whistler followed. The walrus glared at them with widened eyes mad with rage, and his large upper lip curled back to reveal the messy, yellowed teeth usually hidden under it. Wind Whistler could only imagine how enraged he was after the destruction of his ship.

"Leave our islands and never return," Monsoon said sternly, unfazed by Snaggletusk's wild expression.

Snaggletusk sat there for a moment. He suddenly beat the water with his flipper. He looked back up at them, not as enraged, but still clearly angry. "Ye can keep yer bloody islands and trinket. If I never see another equine as long as I live, it'd be too soon."

He swam out of the cove. The seals followed them. Wind Whistler watched them as did everyone else. The stallions watched very intently. After having to contend with the pirates for so long, they probably found it hard to believe they were actually gone. Finally, the pirates disappeared from view amongst the turbulent waves.

"There were times I thought this day would never come," Monsoon said. He exhaled a sigh of relief. "At last we're free of those blasted pirates. At last the day is ours." His was subdued in his tone.

The others erupted into cheers and flew in loops. Wind Whistler could only imagine the elation they were experiencing. However, she hoped she would experience the same thing when she and Fizzy along with their new allies saved their friends from Arachnis.

She looked up at the two rainbows. They twisted around each other in a double helix like earlier. It was like they were celebrating along with them.

"It looks like they're dancing together," Hurricane said.

"It does," Wind Whistler said, watching them dance through the sky. "It is like watching two old friends meet for the first time after having been long separated."

* * *

"Sunspot returned to the flutter pony and said 'Take back these wings of gold for they're too heavy and I cannot fly with them,'" Paradise said, emphasizing the despair in Sunspot's line. Fizzy felt like she was practically there. Paradise was an incredible storyteller, able to turn words on a page or even a memory into a dramatic telling.

Fizzy lay on the floor of the cabana with Jet Streak Junior and Contrail Junior lying on either side of her. Galaxy, Honeysuckle, and Morning Glory sat in her mane. Paradise stood on the table in front of them.

"'I thought you wanted brilliant wings of gold more than anything else,' the flutter pony replied," Paradise said.

"'I thought so, but I did not realize how much I loved soaring through the sky and playing with my friends in the clouds,' Sunspot said despairingly. 'Please, return my plain wings to me.'

'All right then.' The flutter pony kissed Sunspots' wings. They glowed brightly and when the light faded his old, feathery wings were in their place. He flapped them and they felt as light as those of a butterfly's. He lifted off the ground and did a loop right there.

'Thank you,' he said. He then returned to the sky where he could play with his friends once more. The End."

"That was a great story, Paradise," Fizzy said, clacking her hoof on the floor. "I've never heard that one."

Paradise bowed. "I just found it in the library the day before all this started. I guess that's why it was at the top of my memory."

"It was a pretty good story," Baby Contrail said. "I wish we could see your library."

"Hopefully once the pirates and the marauders are gone, you'll be able to come to Dream Valley whenever you want," Paradise said.

"Speaking of which, I hope everyone is all right." Fizzy looked out at the pouring rain.

A chorus of yips and hollers rose over the pattering of rain pelting the roof. "Something tells me their all just fine," Paradise said.

Pegasi flew into the cabana. They were soaked and immediately shook out their coats once they were under cover. They practically pranced as they walked, they were so giddy.

"We did it, Fizzy." Even Wind Whistler could not restrain her elation. She showed Fizzy the two lockets around her neck. "We now have two Rainbows of Light and those pirates are gone for good."

"That's great!" Fizzy jumped to her hooves. She wanted to do somersaults upon hearing this great news but thought better of considering they were inside. "We're a third of the way there."

"We also have Hurricane to thank for it." Wind Whistler snuggled up to him. "He helped me in the battle."

"Well, I was just doing what had to be done like always," Hurricane replied.

"I can't thank you enough." Monsoon walked up to them. "We're now free to roam the islands in peace." He then said loudly, "That means I can get all these freeloaders out of my cabana!"

The others burst into a fit of laughter.

Monsoon held up his lei. He frowned and sighed. "I was hoping to throw this thing away when the pirates left. However, no sooner have I rid myself of one magical menace than one takes its place."

"We will defeat the Arachnid Marauders as well," Wind Whistler said.

Monsoon nodded. "As promised, we're at your disposal. We will scour Ponyland in search of rainbow pieces. We will also recruit any ponies we meet to our cause."

"I thank you for your assistance," Wind Whistler said. "Once the storm clears, we'll be continuing our search as well."

"And, if you'll have me, I wish come along with you," Hurricane said.

Wind Whistler looked to him and smiled. "I would be delighted if you came with us."

* * *

Buttons stared up the steps leading from the ground to the front porch. The steps were three inches tall, but that made them three times Megan's height. The earthlings jumped from step to step onto the porch. She and the unicorns disappeared and reappeared at the top. The pegasi and flutter ponies simply flew up with Megan, Spike, and the sea ponies on their backs.

The next challenge was the screen door leading into the house. Thankfully, the main door was open, so they did not have to contend with it.

"How do we get in?" Sweet Stuff asked.

"We open it," Gusty said. "The pegasi and flutter ponies should be able to pull it open."

North Star and Lofty landed to let Megan and Spike hop off. The other fliers also gently set down the sea ponies before flying up to the handle.

Buttons watched them worriedly. This door could be trickier than the door in Dream Castle. The handle did not turn and the door had no mechanism to pop it open. It looked like you simply pulled or pushed it open and it closed behind you. A simple task at normal size, but perhaps impossible at their current size.

The fliers wrapped their legs around the curved piece of metal. They flapped their wings towards the door to try to pull it open. However, the door did not budge.

"It's no use," Lickety-Split grumbled. "They're not strong enough."

"It's too big for me to move as well," Buttons said. "I guess we'll just have to wait for someone to open the door and then sneak in."

"Come on, T.J." someone grumbled.

Buttons looked to the main corral along with everyone else. A boy with red hair was trying to pull a horse by his reins. However, the horse was going to have nothing to do with it. He had dug in his hooves and as hard as the boy pulled, he pulled just as hard in the opposite direction.

"I know I'm not Megan…" The boy yanked at the reins. "…but Mom said you need to be groomed. So be a nice horse and come over here."

"Who's that?" Buttons asked.

"That's my younger brother Danny and my horse T.J." Megan smiled and put her hand to her mouth to stifle a giggle. "This is one of those rare instances of an unstoppable force meeting an unmovable object."

Danny tugged on the reins. He slipped and fell backwards to T.J.'s whinnying.

"Fine. I hope you get ticks." Danny stood up and stormed towards the house.

"Now's our chance." Megan hid behind a potted plant next to the door. The others joined her as Danny walked up the steps to the door. As soon as he pulled open the door they darted inside and behind the umbrella stand next to it.

The dark, paneled walls were covered in pictures of horses and other equestrian paraphernalia. Megan's parents were horse breeders and groomers. They took care of horses both of theirs and boarded by other people and Megan was just as passionate about them as her parents. No wonder she quickly befriended the Little Ponies after the shock of meeting talking equines wore off.

"T.J.'s being impossible, Mom." Danny stood in the doorway. "He won't let anyone groom him."

A slim, middle-aged woman with long, blond hair was sitting on the couch in front of the television. She turned around to Danny. "That's odd. He usually lets you when Megan's away."

"You're mother?" Ribbon asked.

Megan gave a solemn nod. "I wish I could tell them we're right here. They think I'm on a camping trip. They don't even know they should be worried about me."

"Why don't you?" Gingerbread asked.

"Their world doesn't have magical creatures like our world does," Magic Star said. "They'd freak if they saw Megan like this and us in any state."

"You remember how frightened I was when I first met you, right?" Megan said. "Try compounding that with us being shrunk."

"Then what should we do?" Gusty asked.

"We need to go to my room," Megan said. "The interior doors are high enough off the floor we can crawl under them."

"Where's your room?" Buttons asked.

"My bedroom is down that hall." Megan pointed to a hall with a few doors.

"I'll see if I can deal with T.J." Megan's mother walked out the door with Danny following. "Something must just have him spooked."

"My room is the first on the right. Let's go." Megan ran out from behind the umbrella stand. Everyone followed her.

They stopped at the door. There was a fairly generous gap between the bottom of the door and the floor. Heartthrob worked her way under it and squeezed through. The others squeezed under the door and passed the sea ponies under it.

Megan's room was simple in its décor. There was a bed in one corner and a desk and chair in another. Shelves filled with books and toys took up one wall and a dresser under a mirror was pushed up against another wall. There was also a picture of Megan and T.J. standing in front of the stable hanging on the wall over the bed.

"You have a cute room," White Cap said, "but where can we go? I'm starting to dry out."

"There's a rain barrel next to my window." Megan got on North Star's back. "We can get water and fill that ceramic bowl on my bottom shelf."

"With what?" Lofty asked.

"We can use that paper cup." Whizzer pointed a cup sitting on the desk.

"We'll have to open the window first," Lickety-Split said. "How can we do that when we couldn't open the door?"

"The window opens outward so we just have to push it," Megan said.

The fliers flew up to the window, the unicorns winked in on the sill, and the earthlings jumped from a platform under the nightstand to the top of a chest under the window to the sill. The pegasi flew up to the locks and unlatched them.

"Okay, everybody push." Gusty stood up on her hind quarters and pushed against the window. The others joined her. Slowly the window opened. They managed to open it enough for the fliers to slip through.

Whizzer and Lofty flew back and grabbed the light cup. They carried it through the cracked window and out to the rain barrel. They dipped it in the water inside and carried the full cup back to the window. They carefully carried it into the room towards the bowl where the sea ponies were already sitting. The two pegasi poured the water on the sea ponies.

"Shoo-be-doo, shoo, shoo-be-doo," the sea ponies sang.

"Thanks," White Cap said. "I feel better already."

However, the bowl was the size of a small pond compared to them. Filling it was going to take several trips. The two flew back to the rain barrel for another load. Despite the job ahead of them, everyone seemed relieved to be safe. At least, Buttons hoped they were safe here. As long as they were tiny, were they really safe?

* * *

Wind Whistler breathed in deeply. The air was noticeably cooler and smelled fresh after being washed by the rain. The sun shone brightly from the brilliant blue sky on Spell Halt Island. It was time to leave, and everyone lined up on the beach and prepared to take off.

"We'll split into teams," Monsoon instructed as he paced in front of the line. "The teams are Contrail, Contrail Junior, Compass, Kerchief, and Storm Rider who will take the north and Jet Streak, Jet Streak Junior, Atlas, and Brochure who will take the south. Blitz, you'll be running messages between teams, and Scud and I will do surveillance on Dream Castle."

He turned to Hurricane. "Hurricane, you said you will be headed out with Wind Whistler and Fizzy?"

"Yes," Hurricane said.

"We could use the extra set of hooves," Wind Whistler added.

"I'm sure _that_'s the reason," Paradise teased.

Wind Whistler kept her expression the same, but felt her cheeks get warm.

"If there's nothing else, let's head out." Monsoon spread his wings. "Good luck to us all."

Fizzy formed a bubble that surrounded her. Wind Whistler and Hurricane got on the sides and lifted it off the ground. They flew away from Spell Halt Island. Wind Whistler looked back and watched the others divide into their teams and head towards the mainland.

"It's so good to have my intuition back," Galaxy said once they were a couple miles from the island.

"Then do you have a lead on the next Rainbow Piece?" Wind Whistler asked.

Galaxy took a second to concentrate. "I have the feeling it is in a forest of massive trees. In fact, I believe it is the Colossus Forest in the northern regions of Ponyland."

"That's quite a flight," Hurricane said. "What should we expect there?"

"It's home to some of the more powerful unicorns," Wind Whistler said. "Many have magic harnessing the elements of nature."

"Can't Gusty do that with her wind magic?" Fizzy asked.

"Gusty originally lived in the Colossus Forest, remember?" Galaxy said. "She came to Dream Valley to raise Little Gusty."

Fizzy gulped dryly. "I hope they're not all like Gusty."

Wind Whistler thought for a second had to agree. Gusty was very brash and at times quite rude. She was always the first to suggest the more violent solution and her wind power was by far the most aggressively oriented magic of all the Dream Valley unicorns.

Her mate, Tornado, was no better. Wind Whistler met him once which was more than enough for her. He was so impatient he would finish off your sentence and move to the next. He butted heads with her in particular because found her manner of speaking especially annoying.

However, she had also met Ribbon's mate, Thundercloud. He was from the Colossus Forest as well, but was a wise and gentle soul much like Ribbon. Hopefully, there were more like him than Gusty and Tornado.

"I guess we'll just have to see when we get there," Wind Whistler said.

* * *

Lash pushed aside the fronds of a large fern. A bird flew out from the cover of the fern and flew to somewhere else in the forest of giant trees. Once again, he found no ponies. He let the frond fall back

"You would think in a place called 'Ponyland' you couldn't turn up a rock without finding a pony," he grumbled. "We've been out here for more than a day and not run across a single one."

"I'm not sure how many ponies there are, but I know there aren't that many." Hydia said with a boastful tone to her voice. "A hundred years ago, my clan destroyed their civilization and nearly wiped those wretched ponies out as a race. Unfortunately, the few survivors who remained have proven impossible to do away with. I don't think a pony has died in Ponyland since their kingdom fell because they live for so long."

"Many have left Ponyland over the decades," Draggle said.

"It's not the same as death," Hydia grumbled. "They could still be out there and come back someday."

"Interesting." Lash crawled forward and beckoned the others to follow. "What did they do to you to call for their annihilation?"

"Huh?" Hydia seemed unprepared for the question.

"We're after them because they imprisoned us for a thousand years and probably intended for us to sit in that mine for all eternity and are a clear threat to our existence," Lash clarified. "What did they do to you?"

"They exist," Hydia grumbled. "Our clan dedicates itself to spreading misery and mayhem and making people fear the word 'witch.' However, those ponies put a stop to our plans time and again and eroded our reputation. We had to show them no one stands in the way of evil."

Lash scoffed. "Terrific. We've added a bunch of monsters to our ranks."

"Excuse me?" Hydia asked in a scolding manner. "Who are the giant bugs who shrink things and eat them?"

"We're predators," Lash said. "We do what we do to live, not just to do it. It might seem monstrous from the standpoint of prey, but it is our way of life."

He stopped when he heard the faint sound of footfalls. He motioned for the others to stop and shushed them. He slowly crawled to where he heard the noise. As he crept closer he also heard the distinct sound of gently running water. A stream must be nearby. Streams were frequented by possible prey for a drink. However, were they ponies?

He slid under a large clump of ferns. He peered out between the leaves and saw two forms on the bank that appeared to be equine. He parted the fern just enough to be able to see them better.

They were a pair of unicorns. The stallion was pale green with white and green streaked hair, and the mare was purple with white and red streaked hair. The two lapped up water from the stream, apparently unaware of his presence.

They were not the priority ones Arachnis spoke of, but they were ponies nonetheless. "Bingo," Lash said under his breath.

He snuck back to the where the others were hiding. "We have our first catch of the day."


	8. Chapter 7:  A Colossal Clash

**My Little Pony and all related properties are owned Hasbro. No copyright infringement intended.**

* * *

Ice Crystal looked up when he heard rustling in the fern thicket on the opposite side of the stream. Powder looked up too. The plants shivered like something large was working its way through them. A giant, black spider the size of a house rose over the ferns and glared down at them with its lone, red eye.

The two jumped back as the massive creature walked towards them. It was joined by several pony-sized spiders, a scorpion-like creature and three shabbily-dressed women pushing through the ferns. The sly grin the women wore sent a chill down Ice Crystal's spine. He was not sure what to make of these newcomers, but he suspected they were not friendly.

"Who are you?" Powder asked.

"You're worst nightmare, ponies." The oldest woman cackled loudly.

"Get them!" the scorpion yelled, pointing his long whip at them.

The spiders leapt over the stream. Ice Crystal immediately winked out and winked back into the normal plane several yards away. Powder appeared next to him. They dove into a thicket of ferns and watched the strange creatures.

Ice Crystal's heartbeat pounded in his ears. Powder was as wide-eyed as he must have been, breathing rapidly like was. Ice Crystal had never seen this group before and did not know why they were suddenly after them.

"Spread out and look for them," the scorpion said. "They couldn't have gotten far."

Ice Crystal and Powder slowly backed out of the thicket. As soon as they were clear, they bounded away and broke into a gallop. The others had to be warned about these intruders.

* * *

Fizzy concentrated to keep her bubble from bursting. This had to be the longest time she had kept a bubble from popping. Her horn itched from the constant flow of magic coming out of it. Hopefully they would be at the Colossus Forest soon.

She had kept her eyes closed to concentrate better. However, curiosity and impatience had gotten the better of her and she opened her eyes to see where they were. The green plain gave way to gray, rounded mountains rising over a dense forest of huge trees. That had to be the Colossus Forest.

Wind Whistler and Hurricane landed on a ledge on one of the peaks and Fizzy finally let her bubble burst. She heaved a sigh of relief and scratched her horn on the ground as it still itched.

She looked around. There was a definite dividing line she could see from this altitude. South of it was the green plain they had traversed between Dream Valley and the coast. North of it was the mountainous terrain and the sea of pine trees between them.

The trees were enormous. Despite being on a high ledge over a thousand feet above the valley floor, the treetops almost reached them. The ground was completely obscured from view by their massive, needle-covered boughs.

"The Colossus Forest I presume?" Hurricane asked.

"You presume correctly," Galaxy answered.

Hurricane heaved a sigh. "It'll take forever to search all that."

"Even a journey of a thousand miles begins with a single step," Wind Whistler said. "The sooner we start looking, the sooner we find the rainbow piece."

Fizzy looked over the ledge. The cliff face went straight down under the canopy with no bottom in view. She doubted if she could even make it in one wink and blind winking was something she had always been warned against.

She noticed a branch that could hold her a couple hundred feet below. She winked out and back in on the branch. She could see the fern-covered ground from there which was within range. She winked out again and winked back in on the ground.

Wind Whistler and Hurricane glided down through the canopy. They landed next to her and looked around.

The forest floor was very eerie. The sunlight was mooted by the canopy high above with shafts of light coming down through the tiny breaks between the branches. The sounds of animals Fizzy had never heard before occasionally made their presence known. The air was heavy with the earthy smell of pine and dirt and was quite moist as well. Even compared to the bizarre Mushromp, this seemed like an alien landscape to her.

"All right, we're in the woods." Hurricane glanced in every direction. "Where do we go from here?"

"We should probably look for trails," Wind Whistler said. "The unicorns living here have likely worn some into the underbrush which should lead to them."

"Here's hoping they're in the mood for visitors." Hurricane slowly walked away from the cliff face deeper into the woods. Fizzy and Wind Whistler followed.

Fizzy could not keep her eyes from looking up at the canopy so high above their heads. The reddish trunks of the trees were several hundred if not a thousand feet tall and bigger around than the towers of Dream Castle. "I didn't even know trees could get this big. A full grown dragon could live like a squirrel in some of those branches."

"It makes you feel like an insect in comparison, does it not?" Wind Whistler said.

"If you're insects," Honeysuckle asked, "what does that make us?"

"Germs," Hurricane said.

"I'm sorry I asked."

"What's really impressive is these huge trees start out as these little pinecones." Hurricane kicked a pinecone that was no bigger than a softball.

"These trees must be thousands of years old. That is a long time to grow." Wind Whistler hopped off a small embankment and landed on a strip of bare earth. It was a trail like she had said they would find.

Fizzy jumped down and looked down both directions. The strip of bare dirt cut through the forest, but there was nothing making one direction more remarkable than the other. "Which way?"

Hurricane took a couple of seconds to think. "The cliff is behind us which would be more or less east making our right north which would take us deeper into the woods. So, we should go right."

"Agreed," Wind Whistler said.

They turned to the right but stopped when something large jumped over a fern and landed on the path in front of them. Fizzy gasped and backed away when she saw it was a huge, light tan, cat-like animal with a pair long, sharp teeth coming down from its upper jaw. The massive feline hunched its back and let out a thunderous roar.

"On second thought, left might be better," Hurricane said.

Fizzy could not keep herself from trembling in the presence of the huge cat. She had never seen a cat as big as this. It had to be as large as all of them combined. Another roar made her back up and hide in behind Wind Whistler. "What is it?"

"It is a smilax," Wind Whistler said.

"A what?" Fizzy asked.

"What many incorrectly call a saber-tooth tiger," Wind Whistler said, "but they're supposed to be extinct."

"Tell that to it," Hurricane said dully.

The smilax gave another roar and snarled. Its curled lips revealed many smaller teeth but just as sharp as its two massive tusks. The feline completely blocked the trail in front of them. They could fly and wink around it, but it was possible it was one of many in this forest. They could end up landing right in a den of them.

Hurricane shot a glare towards Galaxy. "Where was your intuition this time?"

"It's strange, but I never sensed danger nearby," Galaxy said. "Even now, I sense we are in no danger from it."

The smilax again roared.

"I think it strenuously objects to that observation," Hurricane said.

"Actually, I'm sensing that it isn't even there." Galaxy's eyes widened. "Of course, it's an illusion."

"An illusion?" Wind Whistler asked.

"Yell out 'I know it's you, Stargazer, so you can stop it now'," Galaxy said.

"All right," Wind Whistler said. She shouted in no direction in particular, "I know it is you, Stargazer, so you can stop it now."

The smilax slowly faded away. Its roars and snarling were replaced with the eerie quiet of the forest. Everyone looked around. Fizzy was at a loss as to what just happened.

A shower of sparkles brought a blue unicorn into existence before him. He looked like a blue, male version of Galaxy. His mark was even a constellation of tiny, five-pointed stars though it was the constellation Orion instead of the Big Dipper. "How would you know that smilax was one of my illusions?" he asked irritably. "There is only one pony I know that can see through my magic."

"I'm here." Galaxy winked over to his nose.

The stallion gasped. "Galaxy, is that you? What's happened to you?"

"A sorcerer attacked Dream Valley and did this to us," Galaxy answered.

The stallion sighed, keeping his snout level. "I'm sorry. I didn't realize they were with you." He turned his attention to the others. "Allow me to introduce myself. I'm Stargazer, Galaxy's twin brother."

"I am pleased to make your acquaintance, Stargazer. My name is Wind Whistler."

"Hi. I'm Fizzy."

"I'm Hurricane. How's it going?"

Paradise flew out of Wind Whistler's mane with Morning Glory and Honeysuckle. "I'm Paradise, pleased to meet you."

"I'm Morning Glory, likewise."

"And I'm Honeysuckle."

Galaxy leapt onto Stargazer's head. "Wind Whistler, Fizzy, and Paradise live in Dream Valley like me, Morning Glory and Honeysuckle are flutter ponies from Flutter Valley, and Hurricane is from the Mangrove Islands."

"I guess it's a pleasure to meet friends of my sister," Stargazer said.

"So, what was with the overgrown kitty with a staple puller for a mouth?" Hurricane asked.

"It's to scare off strangers," Stargazer said irritably. "I like my privacy."

"I am sorry for disturbing you. We did not mean to intrude. However, we are searching for an object. It is a locket like these." Wind Whistler held up the locket around her neck and motioned to the one around Fizzy's. "We believe there is one in the Colossus Forest. Have you ever seen one?"

"Personally no, but one of the others might have. Come with me." Stargazer turned around and walked in the direction they intended to go.

Fizzy looked to Wind Whistler and Hurricane. They looked at each other and Hurricane shrugged. "It's not like we have better ideas," Hurricane said. He followed Stargazer along with Wind Whistler. Fizzy trotted up to be closer to Stargazer.

"Did you create that illusion with magic?" Fizzy asked.

"Of course," Stargazer said.

"Stargazer's magic lets him generate realistic images," Galaxy said. "That, combined with his naturally photographic memory makes him a very effective illusionist."

"Unfortunately, I've never been able to fool your intuition," Stargazer said. "Since nothing I make has substance, supernatural senses reveal them for the hollow illusions they are."

"I didn't know you could make sound effects too," Galaxy said.

"That was actually my natural voice," Stargazer replied. "I've learned to throw my voice to make it sound like comes from my illusions." Stargazer opened his mouth and Fizzy heard a loud roar like the one from the smilax, but from well in front of them. "I can do some pretty convincing sound effects," Stargazer said, "but not voices or speech patterns."

* * *

Wind Whistler noticed the forest was very monotonous as they walked along. Aside from the trail, there was nothing that could really be useful as a landmark. The massive, reddish-brown trunks that rose from the ground to the canopy high above were practically indistinguishable from one another and the groundcover was a mess of green plants.

It would be very easy to get lost in here or to lose someone if being pursued. The latter would be especially true for someone with winking abilities. They could disappear and reappear in a well secluded place where they would be hard pressed to be spotted. As the Mangrove Islands was the perfect place for pegasi and sea ponies, the Colossus Forest was the perfect place for unicorns.

Her train of thought was interrupted by shouting. Everyone stopped and looked around.

"What was that?" Hurricane asked.

"I don't know," Galaxy said, "but I have a very bad feeling about this."

Everyone directed their attention to a hillside next to the trail from where the shouts were coming from. A beam of brilliant blue light swept down the hillside. A layer of ice quickly formed on everything the beam swept over. Two unicorns, a pale green stallion with white and green hair and a purple mare with white and red hair, slid down the frozen hillside onto the trail.

"Powder, Ice Crystal," Stargazer asked, "what's going on?"

"There are intruders in the forest," the stallion answered. "A bunch of arachnids and three strangely dressed women."

"Who're you calling 'strangely dressed?'" a familiar voice asked.

Everyone looked up. Wind Whistler could barely stifle a gasp at the sight she saw. The witches, Lash, several giant tarantulas, and Aahg towering over them all stood in line at the top of the hill. As if Arachnis and his horde were not daunting enough, an alliance with the witches only multiplied their problems.

"How nice of you to gather into a group," Lash said. "You even brought in both of the priority ones. You've made our job very easy."

Hydia pointed her finger at them. "GET THEM!"

The group jumped off the hilltop. Everyone scattered as they landed on the trail. Aahg's landing actually shook the ground underneath their hooves.

Wind Whistler took to the air and made a quick evaluation of the situation below. They were clearly outnumbered as the arachnids and witches surrounded the unicorns. The presence of Aahg was also an advantage to their enemies as his size and webs made him especially formidable.

"What's the plan?" Hurricane hovered next to her.

"I am trying to think of one," Wind Whistler replied.

A yelp from Fizzy grabbed her attention. Aahg threw a net of web over the four unicorns. The witches grabbed the ends of it and tightened it around them as the ponies struggled in vein against it. The tarantulas closed in on them, brandishing their large, sharp fangs. She felt Galaxy appear on her head along with Paradise, Morning Glory, and Honeysuckle.

"You better think of something quick," Hurricane said. "They've made it just us now."

Wind Whistler tried her best to think of a strategy to work against these kinds of numbers. A thought popped into her mind that any other time she would have dismissed as ludicrous. However, the desperation of the situation made it viable. "Keep the tarantulas at bay. I will deal with Aahg."

She flew down to Aahg. She stopped and hovered in front of him. "Can I barrow a line of silk please?" she asked politely.

Aahg handed her a line of silk.

"Thank you." Wind Whistler took the line and quickly wrapped it around his legs. She then flew up and bucked him in his giant eye. He grabbed his eye and yelped in pain. He then lunged at her, but tripped on the line and fell on his face.

Wind Whistler planted her hoof on her face and sighed. "I cannot believe I just resorted to the use of slapstick. What the mind will come to under pressure."

She turned her attention to Hurricane. He was facing one of the tarantulas down. "Do you need assistance?" she asked.

Hurricane spun around and bucked the tarantula in the face to make it stagger back. "Assistance would be good at this point. What about Big and Ugly?"

Wind Whistler turned back to Aahg. He tried to get to his feet again but tripped and fell back on his face. "He is subdued for a moment."

A tarantula vaulted itself at Hurricane. However, he ducked under it so he could headbutt it over him. The spider tumbled across the ground behind him. "Then grab a partner and get in on the action."

* * *

Hydia scowled as she watched. For all the talk of these tarantulas being charged with killing ponies, they were not doing so well against just two of them.  
Reeka suddenly grabbed her coat and started shaking her. "We gotta do something, Mom," Reek insisted. "We're losing."

Hydia shot her an enraged glare and curled her lips in disgust of hearing that term. "Let go of me and DON'T CALL ME THAT!" She pushed Reeka's doughy hands away. There were few things she detested more than being called any word related to mother.

Reeka backed away. "Sorry, Hydia."

"I'll take care of our fine feathered friends," Hydia grumbled.

She looked at the tree above them. There was a decent-sized branch right over the two. "Perfect."

She pulled out her spell book and quickly located a rotting spell. She held out her free hand towards the branch. "Ickus terickus zutara bo kozia."

The part of the branch holding it to the trunk quickly withered. The branch fell off under its own weight and plummeted towards the earth. Both Wind Whistler and the stallion with her were pinned under it as it hit the ground.

"There." Hydia snapped the book closed. "That's how you use magic."

* * *

Fortunately, the branch landed on top of them and not actually on them. Hurricane had escaped injury. However, it was too heavy for him to even budge when he tried to get out from under it. He looked to Wind Whistler who was also trapped. "Are you hurt?"

"I am uninjured." Wind Whistler tried to push the branch up with the same result Hurricane had. "However, I cannot free myself from this branch."

"Same here," Hurricane said.

With them pinned, the tarantulas returned their attention to the unicorns. "Leave them alone!" Hurricane shouted at them.

"I would be more concerned with your own welfare, pegasus," the scorpion-like creature said. He turned to Wind Whistler. "So we meet again. I didn't have a chance to thank you properly for biting my whip." She showed them the red welts on the appendage. "Who should I eviscerate first, you or your boyfriend?"

"Try neither!" a small voice shouted.

Honeysuckle shot towards the creature. She kicked him right in the eye with all four hooves before darting away. He coiled back and covered his struck eye with his good whip.

"Honeysuckle, get out of there!" Wind Whistler tried again to get free but to no avail.

"That was a very stupid mistake, pony." The creature swiped at Honeysuckle with his whips. She swooped and dodged as soon both whips slashed at the air.

Hurricane could hardly believe what he was seeing. The tiny flutter pony was actually driving him back. "Go, Honeysuckle. Show him who's boss."

"Be careful, Honeysuckle!" Morning Glory shouted.

"You think just because you shrank me I'm helpless." Honeysuckle continued to evade the whips swiping at her. "I got news for you, buddy. I won't go down so easily."

One of the whips delivered a grazing blow to her. The blow knocked her back. She hit a fern and fell to the ground.

"HONEYSUCKLE!" Morning Glory flew to her. Paradise would have followed, but Galaxy stopped her.

* * *

Morning Glory flew down to Honeysuckle. She put her ear to Honeysuckle's chest and thankfully heard a heartbeat. She was only knocked out.

She nudged Honeysuckle. "Come on, Honeysuckle, get up."

Honeysuckle slowly blinked her eyes open and groaned. "Did I get him?"

A shadow spread over them. Morning Glory looked up to see Lash standing over them. "Well, well. Who would have thought I would have to come all the way up here to find the two flutter ponies we missed in Flutter Valley?"

"Why are you doing this to us?" Morning Glory asked. "Can't we just live in peace?"

"We will know no peace so long as the Little Ponies are alive. That's why I'll squash you and your pink friend." Lash lifted one of his legs high and held it over them.

Morning Glory backed up as the leg came to dangle over her. She could fly way, but Honeysuckle was too stunned to. She could not leave her friend and knew there had to be a way through to Lash's better nature.

"Leave them alone!" Wind Whistler shouted.

"Yeah! Pick on someone your own size!" Hurricane added.

Lash turned to them. He chuckled cruelly. "When are you going to learn that's not how we conduct business?"

Hurricane gritted his teeth. "If I wasn't pinned, I'd tear your whips off."

"Perhaps if we tried lifting in tandem," Wind Whistler said.

"Worth a shot," Hurricane said. "One, two, three." They both strained against the branch but it would not budge. They both gave up. Hurricane panted from the strain. "No good. It must literally weigh a ton."

Lash turned his attention back to Morning Glory and Honeysuckle. "Where was I? Right, I was about to squash you two like bugs."

"But you don't have to do this," Morning Glory said.

"You have to understand this is how we live," Lash replied. "It might not seem fair, but life seldom is."

He lifted his leg over them again. Morning Glory stood over Honeysuckle.

"No." Honeysuckle tried to get to her hooves but fell before she could straighten her knees. "Save yourself."

"I'm not leaving you," Morning Glory said, not bothering to turn around.

"Have I told you you're a soft-headed fool lately?" Honeysuckle asked.

Lash chuckled. "Good bye." He started to bring his leg down. Morning Glory screwed her eyes shut expecting the end. However, she was instead greeted by the sound of electricity sparking and Lash screaming in pain.

She opened her eyes to Lash staggering backwards. His body convulsed as yellow lightning arced across it. She followed the lightning to an orange unicorn with yellow and white streaked hair standing beside them. Electricity spat and sparked from his horn at Lash.

* * *

Wind Whistler was surprised by sudden appearance of the new unicorn. However, it was a surprise she would gladly take at the moment.

Another unicorn winked in next to them. She had a pink coat and red and pink streaked hair. "Hang on. I'll help get that branch off you." She pointed her horn at the branch. The branch suddenly became as light as a feather and Wind Whistler and Hurricane easily lifted it up and rolled it off their backs.

"Thank you," Wind Whistler said.

"Help!" Fizzy shouted.

The tarantulas had encircled the ensnared unicorns. The giant spiders stood on their back legs and rubbed their long, sharp fangs together. They tensed in preparation to strike.

A flurry of bright sparks exploded around them. The stunned spiders backed away. They were still staggering back when a ball of fire flew out of nowhere. It forced the tarantulas together and formed a ring of fire to trap them.

"Now's your chance, Ice Crystal," Stargazer said. "Get us out of this net."

Ice Crystal held his horn to the net. Ice quickly encased the webbing. He and Stargazer butted their heads against the net and it shattered, freeing them.

Two more unicorns winked in next to them. One was a dark pink stallion with purple and yellow streaked hair and the other was a powder blue mare with pale purple and red streaked hair. "You guys are having a party and didn't invite us?" the stallion asked.

"I wouldn't think of it, Fireball," Ice Crystal said.

Several of the tarantulas leapt over the ring of fire. They took their attack pose, standing on their back legs and brandishing their fangs. The six ponies backed up as the spiders lashed at them.

Powder pointed her horn towards them. A torrent of snow streamed from it and blasted over them. The snow quickly built up on them and forced them back. She blew snow on them until it grew into a large pile with several legs sticking out of it.

Aahg pulled the webbing tangled around his legs apart. He stood up and gave a loud, booming roar. The unicorns scattered as he tried to sweep one of his arm-like forelegs at them.

"Looks like Big and Ugly is loose," Hurricane said.

"Then let us take care of him. Get ready to box the sides of his head." Wind Whistler took to the air. She circled around to Fizzy. "Blow bubbles in his eyes. Hurricane and I will then discombobulate him."

"I'm not sure what you're going to do to him, but all right." Fizzy pointed her horn at Aahg. Bubbles streamed from it and struck Aahg square in the eye. The massive spider grabbed his eye and shrieked in pain.

Hurricane flew around Aahg so he was on the opposite side as Wind Whistler. "I'm ready."

"Then go." Wind Whistler tucked in her wings and dove towards Aahg. Hurricane did the same. Both struck Aahg in the sides of what could be called his head with their hooves.

Much like boxing someone's ears, the simultaneous impacts had the effect of disrupting Aahg's sense of balance. He staggered back a couple steps before falling over with a loud thud. His eye, bloodshot from being kicked and irritated by bubbles, spun around in its socket.

"Hydia, do something." Reeka started shaking Hydia again.

Hydia smacked her hands away. She started rifling through the pages of her spell book. "There's got to be something in here." However, the wind picked up and blew the book closed. The wind twisted into a vortex that picked all three of the witches up and tossed them around. Wind Whistler did not even need to see the blue unicorn wink in to know it was Tornado. He directed the whirlwind to toss them onto the pile of snow.

"Long time, no see, Wind Whistler," Tornado said.

"The same, Tornado," Wind Whistler replied. She knew to keep sentences below ten syllables around Tornado or he would finish them for you.

Reeka rolled off the pile. Lash, who was smoldering from the electricity being sent through him, staggered over to them. "I hope you're happy," Reeka grumbled. "You wanted ponies, and now we got them coming out of our ears."

Wind Whistler flew down to Fizzy. "What do you say we let the Rainbows of Light end this?"

"That works for me." Fizzy touched her locket with her snout and Wind Whistler did the same.

The two rainbows streamed from their lockets and snaked through the air. One picked up Aahg and joined the other in picking up the witches and other arachnids. They formed a fat tube to contain them and lifted them above the canopy.

Wind Whistler flew up to them. Hydia stuck her head out the tiny opening in the back of the tube. She grimaced at Wind Whistler as she hovered there. "Words can't describe how much I hate you," she forced through her tightly gritted teeth.

Wind Whistler was not interested in whether or not Hydia hated her. It was almost a foregone conclusion. She had more pressing business with her.

"Take this message back to Arachnis." Wind Whistler was shocked at how cold the words sounded as they came from her lips. However, it would make her message clearer. "We are coming to save our friends and if any harm has come to even one of them, I will afford him and his horde no mercy."

She pointed south to instruct the rainbows. They widened slightly and then abruptly slimmed out. They shot their captives like a cannon towards the horizon. Within a split second they were not even a speck in the sky. No doubt Hydia would use magic to ensure their safe landing, but they were out of everyone's hair which was all that mattered at this point.

The rainbows separated and spiraled back down below the canopy. Wind Whistler followed them back down to the group standing on the forest floor. She landed next to Fizzy. The rainbows flew into their lockets and closed them.

"You mind explaining what's going on?" Tornado asked.

"Where are you manners, Old Chap?" the orange unicorn said with a refined accent. "We should introduce ourselves to these lovely and dare I say dashing young mares and their companion first." He turned to Wind Whistler and Fizzy. "I am Lightning and the one who helped you out from under the branch is Skyflier." He pointed to the pink mare.

"Hi." Skyflier waved her front leg.

Lightning was about to speak again when Tornado interrupted him. "And these are Fireball, Sparkler, Ice Crystal, Powder and I assume you've already met Stargazer." He pointed the owner of each name.

"We did," Stargazer said.

"Everyone, meet Wind Whistler and Fizzy from Dream Valley." He pointed to Hurricane. "And this is…"

"Hurricane, from the Mangrove Islands."

"Thanks."

Paradise flew up to make her presence known. "I'm Paradise. Galaxy and I are also from Dream Valley."

Honeysuckle had gotten the wherewithal to fly. She and Morning Glory flew up to join Paradise. She shook out her head in an attempt to clear it. "I'm Honeysuckle and this is Morning Glory." The slight slur to her voice betrayed how she was still a little groggy from the blow. "We're flutter ponies from Flutter Valley, pleased to meet you."

"Those are some nice necklaces," Sparkler said, sporting a necklace of gems herself.

"The Moochick gave them to us to protect us from magic," Wind Whistler said.

"Now that we have the introductions and Sparkler's issue with sparkly things out of the way can I get an explanation here?" Tornado asked irritably.

"Wait, where's Thundercloud?" Fizzy asked to Tornado's visible chagrin.

"He's looking after his son and mine. We can see them after you tell me what just happened. Who were those guys, why are they after us, and why are Paradise and the others not even an inch tall?" Tornado was practically shouting. He was as impatient as ever, but Wind Whistler could sympathize with him wanting answers with what just happened. She would if the roles were reversed.

"They're agents of Arachnis and the Captor," Paradise answered.

"As well as the witches from the Volcano of Gloom," Wind Whistler added.

"Arachnis is a sorcerer and used his magic to shrink us and all the other ponies living in Dream Valley and Flutter Valley except for Fizzy and Wind Whistler," Paradise said. "He's currently holding everyone captive in Dream Castle."

Tornado's reaction was a first for Wind Whistler. He was struck speechless. His eyes seemed glaze over as he tried to absorb what he had been told.

His lips finally began to work. "Gusty, my daughter?" His voice was a mumble.

"They've been taken captive along with everyone else," Wind Whistler replied in a very small voice.

She was ready for the same reaction she received from Pearl Diver, if not worse. Why did she and Fizzy escape? However, she was instead greeted by Tornado asking as calmly as she had ever heard him speak, "How do we save them?"

Wind Whistler was shocked, but also relieved by his demeanor. "We are currently searching for the six pieces of the Rainbow of Light," Wind Whistler said. "We already have two and believe a third is somewhere in this forest. Do any of you know where it could be?"

"No," Lightning said. "However, Thundercloud has spoken of a treasure in this forest. He might know the location."

* * *

Megan sat on her desk, absorbed in her thoughts. Those thoughts were mostly about her family. Should she reveal their presence to them? They were going about their business thinking she was just fine on her camping trip. However, the shock of talking ponies combined with their oldest daughter being an inch tall would be a bit much. They might also react irrationally.

She jumped to her feet and yelled "What should I do?" before thinking better of it.

"About what?" Spike asked.

"I can't decide whether we should reveal ourselves to my parents and siblings or not," Megan said in a quieter tone as she sat back down. "For one thing, I don't think we can hide forever. I was hoping Fizzy and Wind Whistler would find a way to save us, but it's been more than two days since Arachnis came."

Spike nodded. "I'm a bit worried too. However, this is Wind Whistler and Fizzy we're talking about. They always find a way to come through."

Megan smiled and petted Spike's head. His light purple scales were soft and smooth like those of a snake after recently shredding their old skin. "I guess you're right. However, I was supposed to be coming home today. If they hear nothing from me, they might start worrying."

"I don't know what we can do about that," Spike said, seeming to enjoy the petting.

Peach Blossom and Surprise landed next to them. "Megan," Peach Blossom said, "Surprise and I are planning to return to Ponyland for a small reconnaissance mission. We might ascertain the whereabouts and wellbeing of Fizzy and Wind Whistler as well as if they are making any fruitful endeavors to find and restore us. It might give us an idea of how long we will need to remain concealed."

Rose Dust landed on the desk. "You may go," she said. "However, you are not to approach Strike."

"Why would they want to go near him?" Spike asked.

"As we were making our escape from Dream Castle, Peach Blossom voiced her curiosity in Strike's immunizing venom and whether it could restore us to normal size." Rose Dust turned to Peach Blossom with stern frown. "However, it is too dangerous. Go in, collect what information you can, and then get out. Avoid the Arachnid Marauders at all costs. That is an order from your queen. Do I make myself clear?"

"Yes, Queen Rose Dust," Peach Blossom said, bowing. "We will return by tomorrow morning."

The two took to the air and flew out the cracked window.

"Are you sure it's wise to let them return to Ponyland?" Spike asked.

"Perhaps not, but it would be nice to know what is happening there," Rose Dust said. "I must admit even I am becoming restless waiting around here with no knowledge of what is happening out there."

* * *

Little Lofty tried to keep up with Little Heartthrob as she flew through the house. "We're not supposed to leave Megan's room," she shouted at Little Heartthrob.

"Don't worry," Little Heartthrob replied. "Megan's parents left, so we have the house to ourselves."

Little Heartthrob flew up to the second story hallway that overlooked the front entrance. She landed on the hardwood floor. Little Lofty managed to fly through the narrow space between the posts holding up the banister. She tried to land, but her legs slid out from under her and slid to a stop on her stomach.

Little Lofty sighed at her latest crash landing. "I'm never going to get it."

"You'll get it eventually," Little Heartthrob said. "Check out the view."

Little Lofty got on her hooves and walked to the edge. The living room was right below them. Though, it was just the couch in front of the TV and a coffee table on a large rug. Directly above it, windows in the wall opposite them let sunlight shine in.

"Megan has a nice house," Little Heartthrob said.

"She sure does," Little Lofty replied.

A sound suddenly caught her attention. It sounded like quacking. It replaced by a short burst of static like when a TV did not work like it should. It was followed by a strange-sounding thud and crude electronic music. After a split second the four sounds repeated themselves in the same order.

They were coming from behind a closed door near them. They walked up to the gap under the door as the sounds repeated themselves again. "What's that?" Little Lofty asked.

Little Heartthrob did not answer. She instead crawled under the gap.

"Wait, Little Heartthrob. We're not supposed to go into the other rooms," Little Lofty said.

Little Heartthrob disappeared under the door. Little Lofty sighed and crawled under the door and into the room on the other side.

The first thing she saw was Danny sitting on a bed. He held what looked like a plastic, orange and gray gun and pointed it at a TV. The TV displayed a crude drawing of tall grass and trees in front of a bright blue sky. A crude, quacking duck flew out of the grass and flew in random directions on the screen.

Danny pulled the trigger on the gun and the TV made the static explosion sound. The screen flashed and the duck stopped. Its eye got big and it fell to the ground with a thud. A brown dog appeared with the duck in its hand as music played.

Little Lofty turned her attention to the rest of the room. The walls were covered in posters of people wearing a white and red uniform of some kind. Some were holding baseball bats and one was standing on a mound of dirt. Little Lofty figured they were baseball players Megan had told them about.

The game grabbed her attention as the noises changed. It played an upbeat tune of beeps and displayed a message of "PERFECT" on a black square. "That's how you do it," Danny said to himself.

"Danny's room is much more interesting than Megan's," Little Heartthrob said.

"But we're not supposed to be here," Little Lofty replied in a whisper. "What if he catches us?"

"You worry too much." Little Heartthrob's stomach growled. "I'm getting a bit hungry."

They heard crunching and looked up. Danny popped a potato chip in his mouth from the bag next to him. Little Heartthrob licked her lips.

"Don't even think about it," Little Lofty said sternly.

"But I'm hungry." Little Heartthrob stamped her hoof.

Little Lofty shushed her. "Keep it down. He'll hear us."

The brown dog on the game leapt barking into the grass. Danny once again pointed his gun and started shooting ducks.

"He's too interested in his game to notice." Little Heartthrob flew up to the bed. She landed next to the potato chip bag.

Little Lofty followed her. She intentionally crashed into a fold in the bedspread and peeked over the edge. Little Heartthrob landed right next to Danny. Little Lofty gulped dryly.

There were a few chips near the opening of the bag. Little Heartthrob crept towards them and gingerly reached for a chip.

Little Lofty shoved her hooves in her mouth to stifle a scream when Danny's hand reached for the bag. He was about to close it on Little Heartthrob when he coiled his hand back. Danny looked down at the pink pegasus and yelped. He fell off the bed throwing the bag with Little Heartthrob in the air.

Little Heartthrob flew out of the bag as it hit the wall.

Little Lofty flew to her. "Now you've done it. We're in big trouble because of you."

She looked back to see Danny huddled in a corner. He was aiming the game's gun at them. His blue eyes were wide and he was actually trembling. Megan was not kidding when she said her family would be scared of them.

She looked back to the door. They might be able to escape and he would forget about them or consider them a daydream. She then saw a blue unicorn crawl out from under it. It was Ribbon. She gulped dryly as she knew they were in for an earful for this.

"Little Heartthrob, Little Lofty, you're not supposed to go into the other rooms," Ribbon said.

She looked to Danny in the corner swinging his gun between her and Little Lofty and Little Heartthrob. "Oh no."


End file.
